Form 8-K - Current report
September 01 2023 - 3:05PM
Edgar (US Regulatory)
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2023-08-30
2023-08-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 30, 2023
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
(Exact name of registrant as specified in its
charter)
Pennsylvania |
0-31157 |
23-2507402 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
720 Pennsylvania Drive
Exton, Pennsylvania 19341
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(610) 646-9800
Not applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common Stock, par value $0.001 per share |
ISSC |
Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company. ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. | Entry into a Material Definitive Agreement. |
On
August 30, 2023, the Board of Directors (the “Board”) of Innovative Solutions and Support, Inc. (the
“Company”) approved an amendment (the “Amendment”) to the Rights Agreement (the “Rights
Agreement”), dated as of September 12, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc.,
as Rights Agent, to extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on September 10,
2024.
The extension of the Final
Expiration Date under the Rights Agreement was entered into to promote the fair and equal treatment of all Company shareholders and ensure
that no person or group can gain control of the Company through open market accumulation or other tactics without paying a control premium.
In addition, extending the Rights Agreement will help to ensure that the Board has sufficient time to exercise its fiduciary duties to
make informed judgments about the actions of third parties and to permit the Board to assess any such actions in light of the best interests
of the Company and allow the Board to protect its ability to continue to pursue its long-term strategic objectives.
The
following description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 3.03. | Material Modification of Rights of Security Holders. |
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
INNOVATIVE SOLUTIONS AND SUPPORT, INC. |
|
|
|
|
Date: |
September 1, 2023 |
By: |
/s/ Michael
Linacre |
|
|
|
Michael Linacre |
|
|
|
Chief Financial Officer |
Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement
(this “Amendment”), is entered into as of September 1, 2023, by and between Innovative Solutions and Support, Inc., a
Pennsylvania corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (the “Rights
Agent”). Capitalized herms used and not otherwise defined herein have the meanings given to them in that certain Rights Agreement,
dated as of September 12, 2022, by and between the Company and the Rights Agent (“Rights Agreement”).
RECITALS
WHEREAS, the Company
and the Rights Agent are parties to the Rights Agreement;
WHEREAS,
the Company desires to amend the Rights Agreement to extend the Final Expiration Date; and
WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company may, by action of the Board, amend the Rights Agreement without the approval
of any holders of Right Certificates in any manner in which the Company deems necessary or advisable, including in order to extend the
Final Expiration Date.
NOW
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Company and the Rights Agent hereby agree
as follows.
| 1. | Amendment to Section 1(v). The date set forth in the definition of “Final Expiration
Date” contained in Section 1(v) of the Rights Agreement shall be deleted and replaced with “September 10, 2024”
and each other reference to “September 12, 2023” contained in the Rights Agreement and the exhibits thereto shall be
replaced with “September 10, 2024”. |
| 2. | Ratification of Rights Agreement. Except as expressly provided herein, the Rights Agreement is
not being amended, modified or supplemented in any respect, and it remains in full force and effect. |
| 3. | Severability. If any term, provision, covenant or restriction of this Amendment is held by a court
of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however,
that if any such excluded term, provision, covenant or restriction shall materially affect the rights, immunities, liabilities, duties,
responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately. |
| 4. | Governing Law. This Amendment shall be deemed to be a contract made under the laws of the Commonwealth
of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of such Commonwealth applicable to
contracts to be made and performed entirely within such Commonwealth, except as otherwise indicate in Section 32 of the Rights Agreement. |
| 5. | Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original
signature. |
| 6. | Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted
for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. |
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed, as of the day and year first above written.
|
INNOVATIVE SOLUTIONS AND SUPPORT, INC. |
|
|
|
|
By: |
/s/ Michael Linacre |
|
Name: |
Michael Linacre |
|
Title: |
Chief Financial Officer |
|
|
|
|
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. |
|
|
|
|
By: |
/s/ John P.
Dunn |
|
Name: |
John P. Dunn |
|
Title: |
Sr. Vice President |
[Signature Page to Amendment to Rights Agreement]
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