What changed in this filing

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Item 9A. Controls and Procedures

2021-12-22 compared with 2020-12-22 · 52 added, 110 removed, 64 unchanged (72% of the section changed)

Controls and procedures

(a) We carried out an evaluation under the supervision and with the participation of our management, including our chief executive

officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures,

as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act of 1934.

Based on that evaluation, our

chief executive officer and chief financial officer concluded that these controls and procedures were effective as of September 30,

2020 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under

the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms

of the Securities and Exchange Commission and accumulated and communicated to our management including our chief executive and

financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal control over financial reporting is set forth below on this Annual Report on Form 10-K.

(c) There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation

of such controls that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably

likely to materially affect, the Company’s internal control over financial reporting.

Management’s report on internal control over financial

The Company’s management is responsible for establishing

and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting

is a process designed under the supervision of the Company’s principal executive officer and principal financial officer

and intended to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s

financial statements for external purposes in accordance with accounting principles generally accepted in the United States of

The Company’s internal control over financial reporting

includes policies and procedures that are intended to (1) pertain to maintenance of records that, in reasonable detail, accurately

and fairly reflect transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors

of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of Company assets that could have a material effect on financial statements.

Due to its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable, not absolute,

assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future

periods are subject to risk that controls may become inadequate as a result of changes in conditions or deterioration in the degree

of compliance.

Management assessed the effectiveness of the Company’s

internal control over financial reporting as of September 30, 2020.

This assessment was based on criteria for effective internal

control over financial reporting described in “Internal Control-Integrated Framework (2013),”

issued by the Committee

on Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management believes that, as of September 30,

2020, internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements in accordance with U.S.

(a) We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act of 1934.

Based on that evaluation, our chief executive officer and chief financial officer concluded that these controls and procedures were effective as of September 30, 2021 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission and accumulated and communicated to our management including our chief executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(b) Management’s annual report on internal control over financial reporting is set forth below on this Annual Report on Form 10-K.

(c) There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such controls that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s report on internal control over financial reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer and intended to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes policies and procedures that are intended to (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Company assets that could have a material effect on financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable, not absolute, assurance with respect to financial statement preparation and

presentation.

Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate as a result of changes in conditions or deterioration in the degree of compliance.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2021.

This assessment was based on criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework (2013),” issued by the Committee on Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management believes that, as of September 30, 2021, internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, executive officers and corporate governance.

This information (other than information relating to executive

officers included in Part I Item 1.) will be included in the Company’s Proxy Statement relating to its Annual Meeting

of Shareholders, which will be filed within 120 days after the close of the Company’s fiscal year covered by this Annual

Report on Form 10-K, and is hereby incorporated by reference to such Proxy Statement.

IS&S has adopted a written code

of business conduct and ethics, known as the Company’s code of conduct, which applies to all of its directors, officers,

and employees, including its chief executive officer, its president, and its chief financial officer.

The Company’s code

of conduct is available on its website, www.innovative-ss.com .

The code of conduct may also be obtained by contacting investor

relations at (610) 646-9800.

Any amendments to the Company’s code of conduct or waivers from provisions of the code

for its directors and officers will be disclosed on the Company’s website promptly following the date of such amendment or

This information (other than information relating to executive officers included in Part I Item 1.) will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after the close of the Company’s fiscal year covered by this Annual Report on Form 10-K, and is hereby incorporated by reference to such Proxy Statement.

IS&S has adopted a written code of business conduct and ethics, known as the Company’s code of conduct, which applies to all of its directors, officers, and employees, including its chief executive officer, its president, and its chief financial officer.

The Company’s code of conduct is available on its website, www.innovative-ss.com .

The code of conduct may also be obtained by contacting investor relations at (610) 646-9800.

Any amendments to the Company’s code of conduct or waivers from provisions of the code for its directors and officers will be disclosed on the Company’s website promptly following the date of such amendment or waiver.

Executive compensation.

This information will be included in the Company’s Proxy

Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s

fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

Security ownership of certain beneficial owners

and management and related stockholder matters.

This information will be included in the Company’s Proxy

Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s

fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

This information will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

Security ownership of certain beneficial owners and management and related stockholder matters.

This information will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s fiscal year covered by this Report and is hereby incorporated by reference to such Proxy Statement.

Equity Compensation Plan Information

The following table gives information about the Company’s

common stock that may be issued upon the exercise of options and rights under all of its existing equity compensation plans and

arrangements as of September 30, 2020.

Plan Category

The following table gives information about the Company’s common stock that may be issued upon the exercise of options and rights under all of its existing equity compensation plans and arrangements as of September 30, 2021.

Number of Securities to be

issued upon exercise of

outstanding options

warrants and rights

Weighted-average

exercise price of

outstanding options

warrants and rights

Number of Securities remaining available

issued upon exercise of

exercise price of

for future issuance under equity

outstanding options

compensation plans (excluding securities

Plan Category

warrants and rights

options warrants and rights

reflected in second column)

1 unchanged sentence

Equity compensation plans not approved by security holders

Prior to January 20, 2019, the Company made annual grants

of restricted stock awards under the 2009 Plan to its non-employee directors.

In the fiscal years ended September 30, 2020,

2019 and 2018, the Company granted to its non-employee directors a total of 0, 68,437 and 54,470 restricted shares, respectively,

under the 2009 Plan.

Going forward, the Company expects to make annual grants of

restricted stock awards to its non-employee directors under the 2019 Plan.

In the fiscal years ended September 30, 2020, 2019

and 2018, the Company granted to its non-employee directors a total of 73,056, 0 and 0 restricted shares, respectively, under the

Total share-based compensation expense for non-employee directors

was $160,000, $173,000 and $200,000 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

Certain relationships and related transactions and

director independence.

Prior to January 20, 2019, the Company made annual grants of restricted stock awards under the 2009 Plan to its non-employee directors.

In the fiscal years ended September 30, 2021, 2020 and 2019, the Company granted to its non-employee directors a total of 0, 0 and 68,437 restricted shares, respectively, under the 2009 Plan.

Going forward, the Company expects to make annual grants of restricted stock awards to its non-employee directors under the 2019 Plan.

In the fiscal years ended September 30, 2021, 2020 and 2019, the Company granted to its non-employee directors a total of 27,488, 73,056 and 0 restricted shares, respectively, under the 2019 Plan.

Total share-based compensation expense for non-employee directors was $160,000, $160,000 and $173,000 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively.

Certain relationships and related transactions and director independence.

Related Party Transactions

This information will be included in the Company’s Proxy

Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s

fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

Principal accounting fees and services

This information will be included in the Company’s Proxy

Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s

fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

Exhibits, financial statement schedules.

1 unchanged sentence

Financial Statements

See index to Financial Statements

at Item 8 on page 36 of this report.

See index to Financial Statements at Item 8 on page 36 of this report.

Financial Statement Schedules

Schedules have been omitted because they are not

applicable or are not required or the information required to be set forth therein is included in the financial statements or notes

Schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the financial statements or notes thereto.

The following exhibits are filed as part of, or incorporated by reference into this report:

Exhibit Number

Exhibit Title

20 unchanged sentences

(1) Constitutes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.

(2) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Commission on September 19,

(3) Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed with the Commission for the fiscal

(4) Incorporated by reference from the Registrant’s Proxy Statement filed with the Commission on January 28, 2009.

(5) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Commission on May 1,

(6) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Commission on April 2,

(7) Incorporated by reference from the Registrant’s Proxy Statement filed with the Commission on January 28, 2019.

Pursuant to the requirements of Section 13 or 15(d) of

the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

(2) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Commission on September 19, 2007.

(3) Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed with the Commission for the fiscal year 2008.

(4) Incorporated by reference from the Registrant’s Proxy Statement filed with the Commission on January 28, 2009.

(5) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Commission on May 1, 2018.

(6) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Commission on April 2, 2012.

(7) Incorporated by reference from the Registrant’s Proxy Statement filed with the Commission on January 28, 2019.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

2 unchanged sentences

December 22, 2021

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Geoffrey S.

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures