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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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INNOVATIVE SOLUTIONS & SUPPORT INC (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
45769N105 (CUSIP Number) |
Christopher Harborne 23F M Thai Tower, All Seasons Place, 87 Wireless Road Bangkok, W1, 10300 (860) 365-8016 Philip Richter Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza New York, NY, 10004 (212) 859-8763 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 45769N105 |
| 1 |
Name of reporting person
Harborne Christopher | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
THAILAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,424,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 45769N105 |
| 1 |
Name of reporting person
Klear Kite LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,424,857.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
INNOVATIVE SOLUTIONS & SUPPORT INC | |
| (c) | Address of Issuer's Principal Executive Offices:
720 PENNSYLVANIA DRIVE, 720 PENNSYLVANIA DRIVE, EXTON,
PENNSYLVANIA
, 19341. | |
Item 1 Comment:
EXPLANATORY NOTE:
The following constitutes Amendment No. 4 (this "Amendment No. 4") 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"), Amendment No. 3 filed with the SEC on May 24, 2024 ("Amendment No. 3," and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, and this Amendment No. 4, the "Schedule 13D"). This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to include the following information:
The Reporting Persons expect to continue to review their investment in the Company in light of a variety of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations and prospects of the Company, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decisions. Based on the foregoing, the Reporting Persons may determine to sell, or otherwise dispose of, all or some of the Shares beneficially owned by the Reporting Persons, or to purchase or otherwise acquire additional Shares, in the open market or in private transactions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
Klear Kite, and by virtue of being the sole member of Klear Kite, Mr. Harborne each beneficially owns 2,424,857 Shares, which are held directly by Klear Kite. Such Shares represent approximately 13.8% 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) 17,539,064 Shares outstanding as of January 12, 2025, as reported in Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the fiscal year ended September 30, 2024, filed with the SEC on January 23, 2025. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
The information contained in subsection (a) of this Item 5 is incorporated by reference herein. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days is set forth on Schedule A, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference. All of the transactions in the Shares were effected in the open market through various brokerage entities. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented to include the following exhibit:
Exhibit 99.3 Schedule A - Transactions in the Shares During the Past 60 Days | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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