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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):
March 27, 2026
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania |
001-41503 |
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 1.01. Entry into a Material Definitive Agreement.
Autopilot Asset Purchase and License Agreement
On March 27, 2026, Innovative Solutions and Support, Inc.
(the “Company”) entered into and closed the transactions contemplated by that certain Asset Purchase and License Agreement
(the “Autopilot Agreement”) with Honeywell International Inc. (“Honeywell”).
Pursuant to the Autopilot Agreement, Honeywell sold, assigned or licensed
certain assets related to its general aviation autopilots and nav/com, multifunction display and transponder radios, granted exclusive
and non-exclusive licenses to use certain Honeywell intellectual property related to its general aviation autopilots and nav/com, multifunction
display and transponder radios to repair, overhaul, manufacture, sell, import, export and distribute certain products and granted certain
other intellectual property rights to the Company for consideration of $22.0 million in cash.
The Autopilot Agreement contains customary representations and warranties
of Honeywell regarding Honeywell’s authority to enter into the Autopilot Agreement, compliance with laws, and rights to its intellectual
property and personal property. The Autopilot Agreement further contains customary representations and warranties of the Company, including
regarding the Company’s authority and sufficiency of funds to enter into the Autopilot Agreement. Further, the Autopilot Agreement
contains covenants of the parties customary for a transaction of this type. Mutual indemnification obligations are provided for under
the Autopilot Agreement, subject to limitations customary for a transaction of this kind.
In connection with the Autopilot 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 licensed from Honeywell.
The foregoing description of the Autopilot Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Autopilot Agreement, which is filed as Exhibit 2.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Generators Asset Purchase and License Agreement
On March 28, 2026, the Company entered into and closed the transactions
contemplated by that certain Asset Purchase and License Agreement (the “Generators Agreement”) with Honeywell.
Pursuant to the Generators Agreement, Honeywell sold, assigned or licensed
certain assets related to its electronic generator and generator control unit for the F-15 and 767 tanker/freight platforms, 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 electronic generator and generator control unit
for the F-15 and 767 tanker/freight platforms to repair, overhaul, manufacture, sell, import, export and distribute certain products to
the Company for consideration of $8.0 million in cash.
The Generators Agreement contains customary representations and warranties
of Honeywell regarding Honeywell’s authority to enter into the Generators Agreement, compliance with laws, and rights to its intellectual
property and personal property. The Generators Agreement further contains customary representations and warranties of the Company, including
regarding the Company’s authority and sufficiency of funds to enter into the Generators Agreement. Further, the Generators Agreement
contains covenants of the parties customary for a transaction of this type. Mutual indemnification obligations are provided for under
the Generators Agreement, subject to limitations customary for a transaction of this kind.
In connection with the Generators 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 licensed from Honeywell.
The foregoing description of the Generators Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Generators Agreement, which is filed as Exhibit 2.2
to this Current Report on Form 8-K and is incorporated herein by reference.
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.
Item 8.01. Other Events.
Autopilot Press Release
On April 2, 2026, the Company issued a press release announcing
the Autopilot Agreement and the transactions contemplated. A copy of that press release is attached as Exhibit 99.1 to this report
and incorporated herein by reference.
Generators Press Release
On April 2, 2026, the Company issued a press release announcing
the Generators Agreement and the transactions contemplated. A copy of that press release is attached as Exhibit 99.2 to this report
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 2.1*+ |
Asset Purchase and License Agreement, dated March 27, 2026, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc. |
| 2.2*+ |
Asset Purchase and License Agreement, dated March 28, 2026, by and between Innovative Solutions and Support, Inc., and Honeywell International Inc. |
| 99.1 |
Press Release, dated April 2, 2026. |
| 99.2 |
Press Release, dated April 2, 2026. |
| 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 Commission upon request.
+ Certain portions of this exhibit
have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally an unredacted copy
of this exhibit to the Securities and Exchange Commission upon request.
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: April 2, 2026 |
By: |
/s/ Jeffrey DiGiovanni |
| |
|
Jeffrey DiGiovanni |
| |
|
Chief Financial Officer |
Exhibit 99.1

Innovative Aerosystems
Acquires Autopilot, Nav/Com, Display and Transponder Solutions from Honeywell,
Further Strengthening
Integrated Cockpit Avionics Platform
Exton, Pennsylvania — April 2, 2026 — Innovative
Aerosystems (Nasdaq: ISSC), a U.S.-based company specializing in the engineering, manufacturing, and supply of advanced avionic solutions,
announced today that it has entered into a an asset purchase and perpetual license agreement with Honeywell International Inc. (“Honeywell”)
(Nasdaq: HON) for certain aftermarket parts, intellectual property, and program assets associated with select legacy Honeywell
avionics product lines supporting the global Part 23 aircraft fleet.
Under the terms of the agreement, ISSC acquired certain contracts,
OEM and aftermarket production and repair, and critical operational assets such as specialized tooling and test equipment from Honeywell
for supporting legacy navigation/communication radios, autopilot systems, multifunction displays (MFDs), and transponder technologies
installed across a wide range of general aviation aircraft.
This strategic expansion strengthens Innovative Aerosystems’
ability to provide long-term sustainment, engineering support, and supply continuity for operators, maintainers, and OEM partners worldwide.
MANAGEMENT COMMENTARY
“This transaction expands our integrated cockpit avionics solutions
platform and enhances our full life-cycle support and engineering capabilities for a growing base of global aviation customers,”
said Shahram Askarpour, Chief Executive Officer of Innovative Aerosystems. “These systems continue to play an important role in
enabling safe navigation, communication, situational awareness, and automated flight operations for thousands of aircraft. Integrating
this portfolio into our organization allows us to enhance reliability, improve service responsiveness, and invest in future modernization
pathways,” concluded Askarpour.
COMPELLING TRANSACTION RATIONALE
| · | Accelerates delivery of autonomous solutions.
Legacy navigation/communications radios, autopilot systems, multifunction displays, and transponders serve as core operational enablers,
supporting pilot workload reduction, regulatory compliance, traffic surveillance, route management, and mission effectiveness. With this
acquisition, Innovative Aerosystems expands its ability to deliver integrated avionics autonomy solutions spanning flight decks, autothrottle
systems, mission computers, air data technologies, and electrical power management. |
| · | Expands customer base. This transaction
strengthens Innovative Aerosystems’ ability to provide long-term sustainment, engineering support, and supply continuity for operators,
maintainers, and OEM partners worldwide. |
720 Pennsylvania Drive Exton Pennsylvania 19341 USA 610-646-9800 FAX 610-646-0146

| · | Commercial synergy potential. Innovative
Aerosystems plans to maintain continuity of support for current operators while leveraging its vertically integrated U.S. engineering
and manufacturing capabilities to enhance product supportability, streamline repair turnaround times, and explore certification expansion
and technology refresh opportunities across both new and existing customers. |
| · | Furthers capabilities for integrated avionics
platform. The agreement reflects the company’s ongoing strategy to build a comprehensive avionics ecosystem that bridges legacy
platform sustainment with next-generation capability development, ensuring operators can maximize aircraft availability, safety, and long-term
value. |
ABOUT INNOVATIVE AEROSYSTEMS
Headquartered in Exton, Pa., Innovative Aerosystems
is a U.S.-based company specializing in the engineering, manufacturing, and supply of advanced avionic solutions. Its extensive global
product reach and customer base span commercial, business and aviation and military markets, catering to both airframe manufacturers
and aftermarket services for fixed-wing and rotorcraft applications. IA offers cutting-edge, cost-effective solutions while maintaining
legacy product lines. The company is poised to leverage its experience to create growth opportunities in next-generation navigation systems,
advanced flight deck and special mission displays, precise air data instrumentation, autothrottles, flight control computers, mission
computers and software based situational awareness targeting autonomous flight. Supported by a robust portfolio of patents and the highest
aircraft certification standards, IA is at the forefront of meeting the aerospace industry's demand for more sophisticated and technologically
advanced products. For more information, please visit us at www.iascorp.com.
FORWARD LOOKING STATEMENT DISCLAIMER
In addition to the historical information contained
herein, this press release contains “forward-looking statements” within the meaning of, and intended to be covered by, the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In this press release, the words “anticipates,”
“believes,” “may,” “will,” “estimates,” “continues,” “anticipates,”
“intends,” “forecasts,” “expects,” “plans,” “could,” “should,”
“would,” “is likely”, “projected”, “might”, “potential”, “preliminary”,
“provisionally”, “look forward” and similar expressions, as they relate to the business or to its management,
are intended to identify forward-looking statements, but they are not exclusive means of identifying them. All forward-looking statements
are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company
including, without limitation; statements about our expected benefits of the acquisition. Forward-looking statements
are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the
date they are made. Because forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from
those expressed or implied by such forward-looking statements include, but are not limited to, the Company’s ability to efficiently
integrate acquired and licensed product lines, including the Honeywell product lines, into its operations; a reduction in anticipated
orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; an inability to perform customer contracts
at anticipated cost levels; and other factors that generally affect the economic and business environments in which the Company operates.
Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and subsequent reports
filed with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond
the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements. The Company undertakes
no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements.
INVESTOR RELATIONS CONTACT
Paul Bartolai or Noel Ryan
ISSC@val-adv.com
Source: Innovative Aerosystems
# # #
720 Pennsylvania Drive Exton Pennsylvania 19341 USA 610-646-9800 FAX 610-646-0146
Exhibit 99.2

Innovative Aerosystems
Acquires License for Honeywell Power Generator Systems, Further Expanding Electrical Power and Sustainment Capabilities
Exton, Pennsylvania — April 2, 2026 — Innovative
Aerosystems (Nasdaq: ISSC), a U.S.-based company specializing in the engineering, manufacturing, and supply of advanced avionic solutions,
announced today that it has acquired from Honeywell International Inc. (“Honeywell”) (NASDAQ: HON) an exclusive
perpetual license covering unique and related parts, intellectual property, customer contracts, OEM and aftermarket production and repair,
and program assets associated with Honeywell power generator systems supporting commercial and defense aircraft.
Under the terms of the agreement, ISSC acquired key operational assets
including specialized tooling, testing equipment, and technical data necessary to support Power Generators and Generator Control Units
installed on Boeing 767 passenger and freighter aircraft, the KC-46 aerial refueling tanker, and the F-15 fighter platform.
This strategic expansion strengthens Innovative Aerosystems’
ability to provide long-term sustainment, engineering support, and supply continuity for operators of mission-critical electrical power
generation systems worldwide.
MANAGEMENT COMMENTARY
“This transaction expands our capabilities in aircraft electrical
power generation and reinforces our strategy to be a trusted lifecycle partner for both commercial transport and defense operators,”
said Shahram Askarpour, Chief Executive Officer of Innovative Aerosystems. “These systems play a critical role in delivering stable
electrical power to avionics, flight controls, communications, and other essential onboard systems. Integrating this portfolio into our
organization allows us to enhance support responsiveness, preserve technical continuity, and pursue future modernization opportunities
across these important platforms,” concluded Askarpour.
COMPELLING TRANSACTION RATIONALE
| · | Strengthens electrical power system sustainment
capabilities. Power Generators and Generator Control Units are responsible for generating, conditioning, and managing onboard electrical
power throughout all phases of flight. These systems help maintain stable electrical supply, balance system loads, and protect sensitive
avionics and aircraft systems from power disturbances. |
| · | Expands customer and platform reach. This transaction
broadens Innovative Aerosystems’ support footprint across commercial transport and defense fleets, enhancing its ability to provide
long-term sustainment, engineering support, and supply continuity for global operators, maintainers, and OEM partners. |
720 Pennsylvania Drive Exton Pennsylvania 19341 USA 610-646-9800 FAX 610-646-0146

| · | Commercial and operational synergy potential.
Innovative Aerosystems plans to maintain continuity of support for current operators while leveraging its vertically integrated U.S. engineering,
manufacturing, and certification capabilities to improve product supportability, support repair and spares responsiveness, and explore
future modernization initiatives. |
| · | Furthers integrated avionics and power systems
strategy. By adding these capabilities to its portfolio, Innovative Aerosystems enhances its ability to support operators with integrated
solutions spanning flight deck modernization, flight controls, navigation technologies, autopilots, mission computing, and electrical
power system sustainment. |
ABOUT INNOVATIVE AEROSYSTEMS
Headquartered in Exton, Pa., Innovative Aerosystems
is a U.S.-based company specializing in the engineering, manufacturing, and supply of advanced avionic solutions. Its extensive global
product reach and customer base span commercial, business and aviation and military markets, catering to both airframe manufacturers
and aftermarket services for fixed-wing and rotorcraft applications. IA offers cutting-edge, cost-effective solutions while maintaining
legacy product lines. The company is poised to leverage its experience to create growth opportunities in next-generation navigation systems,
advanced flight deck and special mission displays, precise air data instrumentation, autothrottles, flight control computers, mission
computers and software based situational awareness targeting autonomous flight. Supported by a robust portfolio of patents and the highest
aircraft certification standards, IA is at the forefront of meeting the aerospace industry's demand for more sophisticated and technologically
advanced products. For more information, please visit us at www.iascorp.com.
FORWARD LOOKING STATEMENT DISCLAIMER
In addition to the historical information contained
herein, this press release contains “forward-looking statements” within the meaning of, and intended to be covered by, the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In this press release, the words “anticipates,”
“believes,” “may,” “will,” “estimates,” “continues,” “anticipates,”
“intends,” “forecasts,” “expects,” “plans,” “could,” “should,”
“would,” “is likely”, “projected”, “might”, “potential”, “preliminary”,
“provisionally”, “look forward” and similar expressions, as they relate to the business or to its management,
are intended to identify forward-looking statements, but they are not exclusive means of identifying them. All forward-looking statements
are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company
including, without limitation; statements about our expected benefits of the acquisition. Forward-looking statements
are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the
date they are made. Because forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from
those expressed or implied by such forward-looking statements include, but are not limited to, the Company’s ability to efficiently
integrate acquired and licensed product lines, including the Honeywell product lines, into its operations; a reduction in anticipated
orders; an economic downturn; changes in the competitive marketplace and/or customer requirements; an inability to perform customer contracts
at anticipated cost levels; and other factors that generally affect the economic and business environments in which the Company operates.
Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and subsequent reports
filed with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond
the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements. The Company undertakes
no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements.
INVESTOR RELATIONS CONTACT
Paul Bartolai or Noel Ryan
ISSC@val-adv.com
Source: Innovative Aerosystems
# # #
720 Pennsylvania Drive Exton Pennsylvania 19341 USA 610-646-9800 FAX 610-646-0146