{"url_path":"/sec/issc/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/836690/0001104659-26-085413-index.html","accession_number":"0001104659-26-085413","cik":"0000836690","ticker":"ISSC","issuer_name":"INNOVATIVE SOLUTIONS & SUPPORT INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/836690/0001104659-26-085413-index.html","primary_entity_key":"0000836690","primary_entity_name":"INNOVATIVE SOLUTIONS & SUPPORT INC"},"word_count":595,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn July 21, 2026, Innovative Solutions and Support, Inc.,\na Pennsylvania corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)\nwith Sparton Corporation, a Delaware corporation (“Seller”), pursuant to which the Company acquired all of the issued and\noutstanding membership interests (the “Membership Interests”) of Sparton Aydin, LLC, a Delaware limited liability company\ndoing business as Aydin Displays (“Aydin”). Founded over 50 years ago, Aydin designs and builds ruggedized displays for demanding\ndefense and commercial applications across ground, sea, and air environments. Aydin serves the defense, homeland security, law enforcement,\naviation, and medical markets.\n\n \n\nThe aggregate purchase price for the Membership Interests is $24,500,000\n(the “Purchase Price”), subject to customary adjustment based on the Company’s calculation of working capital, indebtedness,\nand transaction expenses as set forth in the Purchase Agreement. The acquisition was financed through borrowings of approximately $24.5\nmillion under the Company’s existing credit facility with J.P. Morgan Chase Bank, N.A. (the “Credit Facility”).\n\n \n\nThe Purchase Agreement includes representations, warranties and covenants\nof the parties customary for a transaction of this nature. The Seller has agreed to certain restrictive covenants, including a covenant\nnot to compete with the Business (as defined in the Purchase Agreement) within the United States and Canada for a period of five years\nfollowing the Closing. The Purchase Agreement also contains customary indemnification provisions, subject to certain limitations as set\nforth in the Purchase Agreement.\n\n \n\nIn connection with the closing of the acquisition, the parties entered\ninto certain ancillary agreements, including a Transition Services Agreement pursuant to which Seller will provide certain transitional\nservices to the Company, and a Supply Agreement between Aydin and Seller.\n\n \n\nThe foregoing description of the Purchase Agreement and the transactions\ncontemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is\nfiled as Exhibit 2.1 hereto and which is incorporated herein by reference. The Purchase Agreement has been filed to provide information\nto investors regarding its terms. The Purchase Agreement is not intended to provide any other factual information about the Company, Seller\nor Aydin, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation\nof the transactions contemplated therein. The Purchase Agreement and this summary should not be relied upon as disclosure about the Company,\nSeller or Aydin. None of the Company’s stockholders or any other third parties should rely on the representations, warranties and\ncovenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Seller, Aydin or\nany of their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties that are the product\nof negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates.\nThe assertions embodied in those representations and warranties are qualified in important part by confidential disclosure schedules delivered\nby Seller to the Company in connection with the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement\nmay be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or investors or\nmay have been used for the purpose of allocating risk between the parties to the Purchase Agreement instead of establishing these matters\nas facts. Accordingly, investors should consider the information in the Purchase Agreement in conjunction with the entirety of the factual\ndisclosure about the Company in the Company’s public reports filed with the SEC."}