Item 9A. Controls and Procedures
Item 9A. 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, 2024 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 SEC and accumulated and communicated to our management including our chief executive officer and chief financial officer, 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 U.S. GAAP.
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 U.S. GAAP, 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
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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, 2024. 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, 2024, 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. GAAP.
Item 9B. Other Information
N o n e .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
This information (other than information relating to executive officers included in Part I, Item 1 of this Annual Report on Form 10-K) 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.
The Company 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 (under the “Investor Relations ─Corporate Governance” tab ). 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.
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. A copy of our disclosure and insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. 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 Annual Report on Form 10-K, and is hereby incorporated by reference to such Proxy Statement.
Item 12. 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 Annual Report on Form 10-K and is hereby incorporated by reference to such Proxy Statement.
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Item 13. 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 Annual Report on Form 10-K, and is hereby incorporated by reference to such Proxy Statement.
Item 14. 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 Annual Report on Form 10-K, and is hereby incorporated by reference to such Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements
See index to Financial Statements at Item 8 of this Annual Report on Form 10-K.
2. 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 thereto.
(b) The following exhibits are filed as part of, or incorporated by reference into this Annual Report on Form 10-K:
Exhibit
Number
Exhibit Title
2.1
Asset Purchase and License Agreement, dated June 30, 2023, by and between IS&S 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 (2)
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 (2)
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 (2)
2.5
Asset Purchase and License Agreement, dated September 27, 2024, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc. (3)
3.1
Articles of Incorporation of IS&S. (4)
3.2
Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of IS&S (5)
3.3
Amended and Restated Bylaws of IS&S (6)
4.1
Description of Capital Stock
4.2
Rights Agreement, dated September 12, 2022, between IS&S and Broadridge Corporate Issuer Solutions, Inc. (7)
4.3
Amendment to Rights Agreement, dated September 1, 2023, between IS&S and Broadridge Corporate Issuer Solutions, Inc. (8)
4.4
Amendment to Rights Agreement, dated September 9, 2024, between IS&S and Broadridge Corporate Issuer Solutions, Inc. (9)
10.1
Employment Agreement, dated February 14, 2012, between IS&S and Shahram Askarpour (10)
10.2
First Amendment to Employment Agreement between IS&S and Shahram Askarpour dated September 6, 2024 (11)
10.3
IS&S Amended and Restated 2019 Stock-Based Incentive Compensation Plan (2)
10.4
Offer Letter with Jeffrey DiGiovanni, dated March 18, 2024 (12)
10.5
Restricted Stock Unit Award Agreement, dated June 19, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. (2)
10.6
Change in Control Agreement, June 20, 2024, by and between Jeffrey DiGiovanni and Innovative Solutions and Support, Inc. (2)
10.7
Performance Stock Unit Award Agreement dated November 20, 2024. (13)
10.8
Form of Non-Qualified Stock Option Agreement (14)
10.9
Form of Restricted Stock Unit Award Agreement (14)
10.10
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)
10.11
Term Note, executed June 28, 2023, by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC (1)
10.12
Revolving Line of Credit Note, executed May 11, 2023, by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC (1)
10.13
Amendment to Loan Documents, dated December 19, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (17)
10.14
Amended and Restated Revolving Line of Credit, dated December 19, 2023, executed by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC (17)
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10.15
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)
10.16
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)
10.17
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)
10.18
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)
10.19
Sales Agreement, dated September 22, 2023, by and between Innovative Solutions and Support, Inc. and Stifel, Nicolaus & Company, Incorporated (18)
19.1
Insider Trading Policy
21
Subsidiaries of IS&S.
23.1
Consent of Grant Thornton LLP
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
32.1
Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Clawback Policy (filed herewith)
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101
*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.
(1) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2023.
(2) Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.
(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.
(5) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on April 18, 2023.
(6) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2018.
(7) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2022.
(8) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2023.
(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.
(11) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2024.
(12) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2024.
(13) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on November 22, 2024.
(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.
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(16) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2023.
(17) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2023.
(18) Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2023.
Item 16. Form 10-K Summary
None.
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SIGNATURES
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.
By:
/s/ Shahram Askarpour
Shahram Askarpour
Director & Chief Executive Officer
Dated: 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.
Signature
Title
Date
/s/ Shahram Askarpour
Director & Chief Executive Officer
December 30, 2024
Shahram Askarpour
(Principal Executive Officer)
/s/ Jeffrey DiGiovanni
Chief Financial Officer
December 30, 2024
Jeffrey DiGiovanni
(Principal Financial and Accounting Officer)
/s/ Glen R. Bressner
Director & Chairman of the Board
December 30, 2024
Glen R. Bressner
/s/ Stephen L. Belland
Director
December 30, 2024
Stephen L. Belland
/s/ Roger A. Carolin
Director
December 30, 2024
Roger A. Carolin
/s/ Garry Dean
Director
December 30, 2024
Garry Dean
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