INNOVATIVE SOLUTIONS & SUPPORT INC (Form: 8-K, Received: 01/14/2022 16:38:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 14, 2022

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)	(I.R.S. Employer Identification No.)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

(610) 646-9800

(Registrant’s telephone number, including area code)

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 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 14, 2022, Innovative Solutions and Support, Inc. (the “Company”) issued a press release announcing the appointment of Dr. Shahram Askarpour, the Company’s President, as the Company’s Chief Executive Officer. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

The biographical information for Dr. Askarpour required by Item 401 of Regulation S-K was previously disclosed under the heading “Election of Directors (Item 1 on Proxy Card)” in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on January 27, 2021 (the “Proxy Statement”), and such information is incorporated herein by reference. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Dr. Askarpour other than compensation arrangements with Dr. Askarpour and a customary indemnification agreement between the Company and Dr. Askarpour, each of which is described in the Proxy Statement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description

99.1	Press Release, dated January 14, 2022.

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: January 14, 2022	By:	/s/ Relland M. Winand
		Relland M. Winand
		Chief Financial Officer

Exhibit 99.1

Innovative Solutions & Support, Inc.
Appoints Shahram Askarpour as
Chief Executive Officer

EXTON, Pa.--(January 14, 2022)--Innovative Solutions & Support, Inc. (NASDAQ: ISSC) today announces that the Board of Directors has appointed Dr. Shahram Askarpour, the Company’s President, to the role of Chief Executive Officer. Dr. Askarpour’s appointment follows yesterday’s announcement of the untimely passing of former IS&S Chairman and CEO Geoffrey S. M. Hedrick.

Dr. Askarpour commented: “We are deeply saddened by the sudden loss of Geoff Hedrick, who has been a friend and colleague of mine for more than 15 years. Since founding IS&S in 1988, Geoff built up a strong and reliable management team to solidify our company for the future.”

Shahram Askarpour joined IS&S in 2003 as Vice President of Engineering. In March 2012 he was promoted to President. Since 2003, he has been a key contributor to the company’s leadership, strategy and technology. Dr. Askarpour has more than 40 years of aerospace industry experience in increasingly responsible technical and managerial positions. Prior to joining IS&S, he was employed by Smiths Aerospace (a division of Smiths Group PLC), Instrumentation Technology and Marconi Avionics. He holds a number of key patents in the aviation field. Dr. Askarpour was awarded an undergraduate degree in Electrical Engineering from Middlesex University in the United Kingdom, a post graduate Certificate in Systems Engineering and a PhD in Automatic Control from Brunel University London. He was an Associate Research Fellow for three years at Brunel and has published numerous papers in leading international peer reviewed journals. He has also completed management courses at Carnegie Mellon University and finance courses at the Wharton School.

Press Contact:

Jason Zywalewski

+1 610.646.9800 x 609

jzywalewski@innovative-ss.com

About Innovative Solutions & Support, Inc.

Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator that designs and manufactures flight guidance and cockpit display systems for Original Equipment Manufacturers (OEMs) and retrofit applications. The company supplies integrated Flight Management Systems (FMS), Auto-Throttle Systems and advanced GPS receivers for precision low carbon footprint navigation.

This release may contain certain statements of a forward-looking nature relating to future events. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors such as those discussed in filings made by the Company with the SEC, and readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.