Innovative Solutions and Support Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On September 6, 2024, 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, 2025.
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.
| Exhibit No. | Description | |
| 4.1 | Amendment to Rights Agreement, dated as of September 9, 2024, between Innovative Solutions and Support, Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the inline XBRL document. |
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: September 10, 2024 | By: | /s/ Jeffrey DiGiovanni |
| Jeffrey DiGiovanni | ||
| Chief Financial Officer | ||