11 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: 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.
10 unchanged sentences
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.
+Added: We also have a disclosure and insider trading policy which governs the purchase, sale and/or other dispositions of our securities by our directors, executive officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.
+Added: A copy of our disclosure and insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation.
2 unchanged sentences
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 Annual Report on Form 10-K and is hereby incorporated by reference to such Proxy Statement.
−Removed: Equity Compensation Plan Information
−Removed: 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, 2023.
−Removed: Number of Securities to be
−Removed: Weighted-average
−Removed: Number of Securities remaining available
−Removed: issued upon exercise of
−Removed: exercise price of
−Removed: for future issuance under equity
−Removed: outstanding options
−Removed: compensation plans (excluding securities
−Removed: Plan Category
−Removed: and rights (1)
−Removed: options and rights
−Removed: reflected in second column)
−Removed: Equity compensation plans approved by security holders
−Removed: Equity compensation plans not approved by security holders
−Removed: (1) Includes 101,968 restricted stock units.
−Removed: These awards have no exercise price and are not included in the weighted-average exercise price of outstanding awards.
−Removed: The Company expects to make annual grants of restricted stock awards to its non-employee directors under the 2019 Stock-Based Incentive Compensation Plan (the “ Plan”).
−Removed: During the fiscal years ended September 30, 2023, 2022 and 2021, the Company granted to its non-employee directors a total of 36,182, 27,425 and 27,488 restricted shares, respectively, under the 2019 Plan.
−Removed: Total share-based compensation expense for non-employee directors was approximately $212,000, $178,000 and $160,000 for the fiscal years ended September 30, 2023, 2022 and 2021, respectively.
Certain Relationships and Related Transactions and Director Independence.
12 unchanged sentences
Asset Purchase and License Agreement, dated June 30, 2023, by and between IS&S and Honeywell International Inc.
+Added: Amendment No.
+Added: 1, dated October 12, 2023, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc.
+Added: and Honeywell International Inc., dated June 30, 2023 (2)
+Added: Amendment No.
+Added: 2, dated March 23, 2024, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc.
+Added: and Honeywell International Inc., dated June 30, 2023 (2)
+Added: Amendment No.
+Added: 3, dated July 22, 2024, to Asset Purchase and License Agreement by and between Innovative Solutions and Support, Inc.
+Added: and Honeywell International Inc., dated June 30, 2023 (2)
+Added: Asset Purchase and License Agreement, dated September 27, 2024, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc.
Articles of Incorporation of IS&S.
4 unchanged sentences
Amendment to Rights Agreement, dated September 1, 2023, between IS&S and Broadridge Corporate Issuer Solutions, Inc.
+Added: Amendment to Rights Agreement, dated September 9, 2024, between IS&S and Broadridge Corporate Issuer Solutions, Inc.
Employment Agreement, dated February 14, 2012, between IS&S and Shahram Askarpour (10)
−Removed: IS&S 2019 Stock-Based Incentive Compensation Plan (8)
−Removed: Offer Letter from IS&S to Relland Winand, dated November 8, 2023 (9)
+Added: First Amendment to Employment Agreement between IS&S and Shahram Askarpour dated September 6, 2024 (11)
+Added: IS&S Amended and Restated 2019 Stock-Based Incentive Compensation Plan (2)
+Added: Offer Letter with Jeffrey DiGiovanni, dated March 18, 2024 (12)
+Added: Restricted Stock Unit Award Agreement, dated June 19, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc.
+Added: Change in Control Agreement, June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc.
+Added: Performance Stock Unit Award Agreement dated November 20, 2024.
+Added: Form of Non-Qualified Stock Option Agreement (14)
+Added: Form of Restricted Stock Unit Award Agreement (14)
Amendment to Loan Documents, dated June 28, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (1)
7 unchanged sentences
Amended and Restated Line of Credit and Investment Sweep Rider, dated December 19, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (17)
+Added: Amendment to Loan Documents, dated September 30, 2024, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (3)
+Added: Amended and Restated Revolving Line of Credit Note, dated September 30, 2024, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (3)
+Added: Amended and Restated Line of Credit and Investment Sweep Rider, dated September 30, 2024, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (3)
Sales Agreement, dated September 22, 2023, by and between Innovative Solutions and Support, Inc.
and Stifel, Nicolaus & Company, Incorporated (18)
+Added: Insider Trading Policy
Subsidiaries of IS&S.
15 unchanged sentences
(1) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023.
+Added: (2) Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.
+Added: (3) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on October 03, 2024.
(4) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2007.
3 unchanged sentences
(8) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2023.
+Added: (9) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 10, 2024.
(10) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2012.
+Added: (11) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2024.
+Added: (12) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2024.
+Added: (13) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2024.
+Added: (14) Incorporated by reference from the Registrant’s Quarterly Rerport on Form 10-Q filed with the SEC on May 14, 2024.
(15) Incorporated by reference from the Registrant’s Proxy Statement filed with the SEC on January 28, 2019.
8 unchanged sentences
Director & Chief Executive Officer
−Removed: January 12, 2024
+Added: December 30, 2024
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.
1 unchanged sentence
Director & Chief Executive Officer
−Removed: January 12, 2024
+Added: December 30, 2024
Shahram Askarpour
(Principal Executive Officer)
−Removed: /s/ Relland M.
−Removed: Interim Chief Financial Officer
−Removed: January 12, 2024
+Added: /s/ Jeffrey DiGiovanni
+Added: Chief Financial Officer
+Added: December 30, 2024
+Added: Jeffrey DiGiovanni
(Principal Financial and Accounting Officer)
Director & Chairman of the Board
−Removed: January 12, 2024
+Added: December 30, 2024
/s/ Stephen L.
−Removed: January 12, 2024
−Removed: January 12, 2024
−Removed: /s/ Parizad Olver (Parchi)
−Removed: January 12, 2024
−Removed: Parizad Olver (Parchi)
+Added: December 30, 2024
+Added: December 30, 2024
+Added: /s/ Garry Dean
+Added: December 30, 2024
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.