ISSC Innovative Solutions and Support Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

CUSIP No.: 45769N105

SCHEDULE 13D

Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS
	Christopher Harborne
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Great Britain and Thailand
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			2,609,769
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			2,609,769
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,609,769
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

The following constitutes Amendment No. 3 (this “Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2022 by the Reporting Persons (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on September 23, 2022 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on February, 17, 2023 (“Amendment No. 2,” and together with the Original Schedule 13D, Amendment No. 1, and this Amendment No. 3, the “Schedule 13D”). This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented to include the following information:

On May 24, 2024, Mr. Harborne delivered a non-binding letter (the “Proposal Letter”) to the board of directors of the Company proposing a transaction under which Mr. Harborne would acquire all of the Shares not already owned by Mr. Harborne at a price of $7.25 per share in cash.

No assurances can be given that a transaction will be consummated. The Proposal Letter provides that no legally binding obligation with respect to a transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto.

The foregoing description of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, a copy of which is attached hereto as Exhibit 99.2 and which is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Items 5(a) - (c) are hereby amended and restated in their entirety as follows:

(a), (b) Klear Kite, and by virtue of being the sole member of Klear Kite, Mr. Harborne each beneficially owns 2,609,769 Shares, which are held directly by Klear Kite. Such Shares represent approximately 14.9% of the outstanding Shares of the Company. Klear Kite and Mr. Harborne share voting power and investment power over all such Shares.

For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the number of Shares beneficially owned by each Reporting Person, divided by (y) 17,493,705 Shares outstanding as of May 10, 2024, as reported in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 14, 2024.

(c) No transactions in the Shares have been effected by the Reporting Persons during the past sixty days.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and supplemented to include the following exhibit:

 

	By:		/s/ Christopher Harborne
			Christopher Harborne
	KLEAR KITE LLC
	By:		/s/ Christopher Harborne
	Its:		Sole Member

May 24, 2024

Board of Directors

Innovative Solutions and Support, Inc.

720 Pennsylvania Drive

Exton, Pennsylvania 19341

Attention:

Glen R. Bressner, Chairman of the Board of Directors Shahram Askarpour, Chief Executive Officer and Director

Dear Members of the Board of Directors:

I am pleased to submit this proposal (the “Proposal”) under which I, through one of my investment vehicles, would acquire all of the outstanding shares of common stock of Innovative Solutions and Support, Inc. (the “Company”) that I do not already own for $7.25 per share in cash, representing a significant premium of 45% to the Company’s closing share price on May 23, 2024.

As you know, I am the Company’s largest shareholder, beneficially owning approximately 14.9% of the outstanding shares of the Company’s common stock. As a long-time investor in the aviation and aerospace industries, I made my investment because I believe the Company has the potential in the long-term to be a best-in-class innovative player in those industries; however, based on my observations since I began investing in the Company, I now firmly believe that the Company is not well positioned to achieve this long-term potential in its current configuration and would be best positioned to do so as a privately-held company.

The premium transaction that I am proposing would allow all of the Company’s shareholders to receive today attractive cash value for this long-term potential without continuing to be subject to the significant operational and financial risks inherent in the Company’s business and the risks inherent in remaining as a shareholder in a small public company with limited access to the capital markets and shares with limited trading liquidity and significant market overhang from shares subject to sale by existing shareholders.

The proposed transaction would be subject to the approval of the Board of Directors of the Company (the “Board”) and the negotiation and execution of mutually acceptable definitive transaction documents. The proposed transaction is also subject to the satisfactory completion of a due diligence review of the Company, which I am confident can be completed quickly given my existing stake in, and familiarity with, the Company.

Please be aware that the Proposal is an expression of interest only, and I reserve the right to withdraw or modify the Proposal in any manner. No legal obligation with respect to a transaction shall arise unless and until execution of mutually acceptable definitive documentation. Once definitive documentation is executed, completion of the transaction would also be subject to receipt of clearance under applicable antitrust laws and other customary conditions. I do not anticipate any issues in obtaining the required antitrust clearance.

In accordance with my reporting obligations, I intend to promptly file an amendment to my Schedule 13D, including a copy of this letter.

Should you have any questions, please do not hesitate to contact me.

Sincerely,

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