Innovative Solutions & Support Completes Acquisition

Ticker: ISSC · Form: 8-K · Filed: Oct 3, 2024 · CIK: 836690

Sentiment: neutral

Topics: acquisition, definitive-agreement, financial-obligation

Related Tickers: ISSC

TL;DR

ISSC just closed a deal, expect changes.

AI Summary

On September 27, 2024, Innovative Solutions & Support, Inc. entered into a Material Definitive Agreement related to the completion of an acquisition. The company also incurred a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the acquisition and financial obligations are not fully disclosed in this initial filing.

Why It Matters

This filing indicates a significant corporate event, likely involving the integration of a new business or asset, which could impact the company's future revenue streams and operational structure.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition, which inherently carries integration risks and potential financial implications.

Key Players & Entities

FAQ

What was the nature of the Material Definitive Agreement entered into by Innovative Solutions & Support, Inc. on September 27, 2024?

The filing states that Innovative Solutions & Support, Inc. entered into a Material Definitive Agreement, but the specific details of this agreement are not provided in this initial Form 8-K.

What specific assets or businesses were acquired or disposed of by Innovative Solutions & Support, Inc. on or around September 27, 2024?

The filing indicates the completion of an acquisition or disposition of assets, but the exact nature and details of these assets are not specified in this report.

What is the nature of the direct financial obligation or off-balance sheet arrangement created by Innovative Solutions & Support, Inc. as reported on September 27, 2024?

The report mentions the creation of a direct financial obligation or an off-balance sheet arrangement, but the specifics of this obligation are not detailed in the provided text.

What is the Commission File Number for Innovative Solutions & Support, Inc.?

The Commission File Number for Innovative Solutions & Support, Inc. is 001-41503.

What is the business address and phone number for Innovative Solutions & Support, Inc.?

The business address for Innovative Solutions & Support, Inc. is 720 Pennsylvania Drive, Exton, Pennsylvania 19341, and the business phone number is 610 646 9800.

Filing Stats: 1,584 words · 6 min read · ~5 pages · Grade level 12.1 · Accepted 2024-10-03 17:18:20

Key Financial Figures

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase and License Agreement On September 27, 2024, Innovative Solutions and Support, Inc. (the " Company ") entered into and closed the transactions contemplated by that certain Asset Purchase and License Agreement (the " Agreement ") with Honeywell International Inc. (" Honeywell "). Pursuant to the Agreement, Honeywell sold, assigned or licensed certain assets related to its various generations of military display generators and flight control computers, including a sale of certain inventory, equipment and customer-related documents an assignment of certain contracts and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its various generations of military display generators and flight control computers to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company for consideration of $14.2 million in cash. The Agreement contains customary representations and warranties of Honeywell regarding Honeywell's authority to enter into the Agreement, compliance with laws, the quality of equipment and inventory and rights to its intellectual property and personal property. The Agreement further contains customary representations and warranties of the Company, including regarding the Company's authority and sufficiency of funds to enter into the Agreement and compliance with certain regulatory requirements. Further, the Agreement contains covenants of the parties customary for a transaction of this type. Mutual indemnification obligations are provided for under the Agreement, subject to limitations customary for a transaction of this kind. In connection with the Agreement, the parties also entered into a Transition Services Agreement pursuant to which Honeywell will provide certain services to the Company, including technical support to assist the Company in its manufacture, repair and service of the products li

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On October 3, 2024, the Company issued a press release announcing the Agreement and the transactions contemplated thereby and the Loan Amendment. A copy of that press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business acquired If required, the financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, are expected to be filed by amendment as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed related to Item 2.01. (b) Pro forma financial information If required, the pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, are expected to be filed by amendment as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed related to Item 2.01. (d) Exhibits. Exhibit No. Description 2.1*+ Asset Purchase and License Agreement, dated September 27, 2024, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc. 10.1* 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 10.2* 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 10.3* 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 99.1 Press Release, dated October 3, 2024. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the inline XBRL document. * 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 Securities and Exchange Com

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing