Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2024 , no executive officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in 17 CFR § 229.408(c).
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Item 6. Exhibits
(a) Exhibits
2.1*
Asset Purchase and License Agreement, dated June 30, 2023, by and between Innovative Solutions and Support, Inc. and Honeywell International Inc.(1)
2.2
Amendment No. 1, dated October 12, 2023, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc. and Honeywell International Inc., dated June 30, 2023, filed herewith.
2.3
Amendment No. 2, dated March 23, 2024, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc. and Honeywell International Inc., dated June 30, 2023, filed herewith.
2.4*
Amendment No. 3, dated July 22, 2024, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc. and Honeywell International Inc., dated June 30, 2023, filed herewith.
3.1
Amended and Restated Articles of Incorporation of Innovative Solutions and Support, Inc. (2)
3.2
Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of Innovative Solutions and Support, Inc. (3)
3.3
Amended and Restated Bylaws of Innovative Solutions and Support, Inc. (4)
10.1**
Innovative Solutions and Support, Inc. Amended and Restated 2019 Stock-Based Incentive Compensation Plan, filed herewith.
10.2**
Restricted Stock Unit Award Agreement, dated June 19, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. (5)
10.3**
Change in Control Agreement, dated June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. (6)
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Preferability Letter from Grant Thornton LLP, filed herewith.
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a), filed herewith.
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a), filed herewith.
32.1
Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. This certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, irrespective of any general incorporation language contained in such filing.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
(1)
Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2023, SEC File Number 001-41503.
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(2)
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2007, SEC File Number 000-31157.
(3)
Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023, SEC File Number 001-41503.
(4)
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2018, SEC File Number 000-31157.
(5)
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024, SEC File Number 001-41503.
(6)
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024, SEC File Number 001-41503.
*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
**Denotes compensatory plan or arrangement.
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SIGNATURE
Pursuant to the requirements 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.
Date: August 14, 2024
By:
/s/ Jeffrey DiGiovanni
Jeffrey DiGiovanni
Chief Financial Officer
(on behalf of Registrant and as Principal Financial Officer and Principal Accounting Officer)
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