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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from
to.

 Commission File No. 001-41503

 INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 (Exact name of registrant as specified in its charter)

 Pennsylvania
 (State or other jurisdiction of incorporation)

 23-2507402
 (IRS Employer Identification No.)

 720 Pennsylvania Drive, Exton, Pennsylvania
 (Address of principal executive offices)

 19341
 (Zip Code)

 ( 610)
 646-9800
 (Registrant's telephone number, including area code)

 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 $.001 per share

 ISSC

 Nasdaq Stock Market, LLC

 Securities registered pursuant
to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated
 filer

 Non-accelerated filer x

 Smaller
 reporting company x

 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.

 Indicate by check mark whether
the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x

 The aggregate market value
of the registrant's common stock held by non-affiliates of the registrant as of March 31, 2023 (the last business day of the
registrant's most recently completed second quarter) was approximately $ 95.2 million (based on the closing sale price of the registrant's
common stock on the Nasdaq Stock Market on such date). Shares of common stock held by each executive officer and director and by each
person who owns 10% or more of the registrant's outstanding common stock have been excluded since such persons may be deemed affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 As of January 12, 2024,
there were 17,459,983 outstanding shares of the registrant's common stock.

 Documents Incorporated by Reference

 See "Explanatory Note"
below.

 Auditor Name GRANT THORNTON LLP Auditor Firm ID 248 Auditor Location Philadelphia, Pennsylvania

 EXPLANATORY NOTE

 Innovative Solutions and Support, Inc.
is filing this Amendment No. 1 on Form 10-K/A (this " Amendment No. 1 ") to our Annual Report on Form 10-K
for the fiscal year ended September 30, 2023 (the " Form 10-K "), which was filed with the U.S. Securities
and Exchange Commission (the " SEC ") on January 12, 2024, to provide the information required by Part III
of Form 10-K. This information was previously omitted from the Form 10-K in reliance on General Instruction G(3) to Form 10-K,
which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement
(such definitive proxy statement, when filed, the " Proxy Statement ") if such Proxy Statement is filed no later than
120 days after end of our fiscal year. We are filing this Amendment No. 1 to include Part III information in our Form 10-K
because we do not expect to file the Proxy Statement within 120 days after the end of the fiscal year covered by the Form 10-K. This
Amendment No. 1 amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed hereto as
Exhibit 31.3 and Exhibit 31.4, respectively, under Item 15 of Part IV.

 No other changes have been
made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after
the original filing date of the Form 10-K or modify or update in any way the financial statements, consents or any other items or
disclosures made in the Form 10-K in any way other than as required to reflect the amendments discussed above. Accordingly, this
Amendment No. 1 should be read in conjunction with the Form 10-K and the Company's other filings with the SEC subsequent
to the filing of the Form 10-K.

 References in this
Amendment No. 1 to the "Company," "we," "us," or "our" refer to Innovative Solutions
and Support, Inc. unless the context clearly requires otherwise.

 Item 10. Directors, executive officers and corporate governance.

 BOARD OF DIRECTORS

 EXECUTIVE OFFICERS

 RELATIONSHIPS AND ARRANGEMENTS

 CORPORATE GOVERNANCE

 Item 11. Executive compensation.

 GENERAL EXECUTIVE COMPENSATION POLICIES

 EMPLOYMENT AGREEMENTS

 SUMMARY COMPENSATION TABLE

 GRANTS OF PLAN-BASED AWARDS

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 OPTION EXERCISES AND STOCK VESTED

 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 PAY VERSUS PERFORMANCE

 ADJUSTMENTS MADE TO DETERMINE COMPENSATION ACTUALLY PAID

 DIRECTOR COMPENSATION

 Item 12. Security ownership of certain beneficial owners and management and related stockholder matters.

 SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

 SECURITY OWNERSHIP OF MANAGEMENT

 EQUITY COMPENSATION PLAN INFORMATION

 Item 13. Certain relationships and related transactions and director independence.

 RELATED PARTY TRANSACTIONS

 DIRECTOR INDEPENDENCE

 Item 14. Principal accounting fees and services.

 Item 15. Exhibits and Financial Statement Schedules.

 SIGNATURES

 Item 10. Directors, executive officers and corporate governance.

 BOARD OF DIRECTORS

 As of the date of this Amendment No. 1, our directors are as follows:

 Director

 Current

 Name

 Age

 Since

 Term Expires

 Positions with the Company

 2022

 2024

 Director, Chief Executive Officer

 Glen R. Bressner

 1999

 2024

 Director, Chairman of the Board

 Roger A. Carolin

 2016

 2024

 Director

 Stephen L. Belland

 2022

 2024

 Director

 Parizad Olver (Parchi)

 2022

 2024

 Director

 Directors

 Shahram
Askarpour. Dr. Askarpour joined the Company as Vice President of Engineering in 2003, was promoted to President in March 2012,
and was appointed as the Company's Chief Executive Officer, and joined the Company's Board, in January 2022. Dr. Askarpour
has more than 40 years of aerospace industry experience in managerial and technical positions. Prior to joining the Company, he was employed
by Smiths Aerospace (a division of Smiths Group plc), Instrumentation Technology, and Marconi Avionics. He holds a number of key
patents in the aviation field. Dr. Askarpour received his engineering education in the United Kingdom, and received an undergraduate
degree in Electrical Engineering from Middlesex University, a post graduate Certificate of Advanced Study in Systems Engineering, and
a PhD in Automatic Control from Brunel University London. He was awarded the title of Associate Research Fellow for three consecutive
years by Brunel University and has published numerous papers in leading international, peer reviewed journals. In addition, he has completed
management courses at Carnegie Mellon University and finance courses at the Wharton School of the University of Pennsylvania.

 Glen
R. Bressner. Mr. Bressner is the co-founder and Managing Partner of Activate Venture Partners, an early-stage focused
venture capital firm that has evolved from a series of affiliated venture funds that he is a co-founder of, beginning in 1985. Mr. Bressner
has been a board director of several companies, including IQE plc (LSE: IQEP), where he was a member of its Audit Committee, and Tabula
Rasa Healthcare (NASDAQ: TRHC), where he chaired its Nomination Committee. He is also a shareholder and a director on the board of Alum-a-Lift, Inc.,
a family-owned manufacturer of precision material handling solutions. From 1996 to 1997, Mr. Bressner served as the chairman of the
Board of the Greater Philadelphia Venture Group. Mr. Bressner holds a Bachelor of Science, cum laude, in Business Administration
from Boston University and a Masters of Business Administration degree from Babson College.

 Roger
A. Carolin. Mr. Carolin is currently a Venture Partner at SCP Partners, a position he has held since 2004. Mr. Carolin
works to identify attractive investment opportunities and assists portfolio companies in the areas of strategy development, operating
management, and intellectual property. Mr. Carolin co-founded CFM Technologies, Inc., a global manufacturer of semiconductor
process equipment, and served as its Chief Executive Officer for 10 years, until the company was acquired. Mr. Carolin formerly worked
for Honeywell, Inc. and General Electric Co., where he developed test equipment and advanced computer systems for on-board missile
applications. Mr. Carolin is also a director of Amkor Technology, Inc. (NASDAQ: AMKR), a supplier of outsourced semiconductor
assembly and test services. Mr. Carolin holds a B.S. in Electrical Engineering from Duke University and an M.B.A. from the Harvard
Business School.

 Stephen
L. Belland. Mr. Belland is the Co-Founder and Chief Executive Officer at Integrated Connection, LLC and a Principal at
Clear Rock Advisors. Prior to Clear Rock Advisors, he has held various executive positions at Rockwell Collins including Technical Director,
Vice President of Program and Product Management, Vice President of Strategy and Marketing and most recently Vice President of Corporate
Development. Mr. Belland received his B.S. in Electrical Engineering from Michigan Technological University and has attended executive
programs at the Kellogg School of Management, the Wharton School of the University of Pennsylvania, and INSEAD.

 Parizad Olver (Parchi). Ms. Olver
is currently the Founder and Managing Partner of Panorama Aero, a U.S.-based special mission aerospace lessor and end-to-end logistics
provider which she founded in 2018. Ms. Olver previously served on the board of directors of Semper Paratus Acquisition Corporation (NASDAQ:
LGST) until June 2023. From 2009-2018, Ms. Olver held numerous leadership positions during her time at Cowen Inc., including President
and CEO of Cowen Aviation Finance, Head of International Strategy and Managing Director. Prior to Cowen, Ms. Olver held senior positions
at Fortress Investment Group, Ramius Capital Group and Morgan Stanley. She received an M.B.A. from Columbia University, an M.B.A. from
London Business School and a B.S. from University of California, Berkeley (Haas School of Business).

 Director Qualifications

 The Board believes that each of the directors
listed above have the sound character, integrity, judgment, and record of achievement necessary to be a member of the Board. In addition,
each of the directors have exhibited, during their prior service as directors, the ability to operate cohesively with the other members
of the Board, and to challenge and question management in a constructive way. Moreover, the Board believes that each director brings a
strong and unique background and skillset to the Board, giving the Board, as a whole, competence and experience in diverse areas, including
corporate governance and board service, finance, management, and aviation. Set forth below are certain specific experiences, qualifications,
and skills that led to the Board's conclusion that each of the directors listed above are qualified to serve as a directors.

 Dr. Askarpour, as Chief Executive Officer
of the Company and a longstanding member of the Company's management team, provides the Board with a comprehensive knowledge of
the Company, its history, and its businesses. In addition, Dr. Askarpour brings the Board his insight into the aerospace industry
from over 40 years of experience in managerial and technical positions at aviation companies, including Smiths Aerospace (a division of
Smiths Group plc), Instrumentation Technology, and Marconi Avionics.

 Mr. Bressner brings the Board a wealth of
experience managing financial investments from his service at venture capital firms. Mr. Bressner provides the Board with a thorough
understanding of capital markets and other financial issues. Mr. Bressner's experience in managing investments also provides
him with extensive finance and accounting knowledge, and he applies this expertise in his service on the Nominating & Corporate
Governance Committee of the Board (the " Nominating and Governance Committee ") (as Chairman) and the Audit Committee.
Mr. Bressner is also an audit committee financial expert, as defined by SEC rules and regulations. His prior service as a member
of the board of directors of numerous other entities, including public entities, provides him with valuable experience in corporate governance
matters.

 Mr. Carolin has over a decade of experience
in private equity investing, previously worked in advanced computer systems and on-board missile applications, and has a significant understanding
the Company's industry and its business. He possesses specific knowledge and experience in technology, new business opportunities,
operations, management, and finance, all of which are relevant and important to the Company's business, and he capitalizes on these
strengths in his service on the Audit Committee of the Board (the " Audit Committee ") (as Chairman), the Investment
Committee of the Board (the " Investment Committee ") (as Chairman), and the Compensation Committee of the Board (the
" Compensation Committee ").

 Mr. Belland has over 37 years of experience
in the Aerospace and Defense Industry. Mr. Belland provides the board with familiarity with IS&S product lines and operations.
He has also developed numerous successful plans for market strategy, product development, brand management, business optimization, acquisition
strategy, as well as team building strategy. Some key successes included developing and capturing over 15 new aircraft cockpit positions,
as well as positioning his corporation for becoming a leader in business jet cabin electronics. In addition, Mr. Belland has advised
on over 500 M&A transactions and joint ventures, including being published in Corporate Executive Board materials. Mr. Belland
applies his experience and expertise to IS&S in his service on the Compensation Committee (as Chairman), the Investment Committee,
and the Audit Committee. Mr. Belland is also a private pilot and a member of various industry organizations, such as the National
Business Aviation Association.

 Ms. Olver brings over two decades of experience
in financial markets and investing across special situations and aerospace related assets. She has a background in aviation, as well as
experience with special mission operations which will strengthen the Board. Ms. Olver's expertise is applicable to her service
on the Nominating and Governance Committee.

 EXECUTIVE OFFICERS

 Certain other information relating to the Executive Officers of the
Company appears in Item 4A to Part I of the Form 10-K under the heading "Executive Officers of the Registrant" and
is incorporated herein by reference.

 Set forth below is a table identifying the Company's current
executive officers who are not identified in the tables above. Biographical information for Dr. Askarpour is set forth above.

 Name

 Age

 Position with the Company

 President and Chief Executive Officer

 Relland Winand

 Interim Chief Financial Officer

 Relland
Winand. Mr. Winand previously served the Company as Chief Financial Officer from December 2014 until his retirement
in July 2022, after serving as the Company's Controller from September 2014 to December 2014. Previously, Mr. Winand
has served in a number of executive financial capacities with public companies, including Chief Financial Officer of ECC International,
Corp, a manufacturer of computer controlled maintenance simulators primarily for the Department of Defense and Vice President Finance
and Administration of Traffic.com, Inc., a leading provider of accurate, real-time traffic information in the United States. Immediately
prior to joining Innovative Solutions and Support, Inc., Mr. Winand was Chief Financial Officer of Orbit/FR, Inc., an international
developer and manufacturer of sophisticated microwave test and measurement systems for aerospace/defense, wireless, satellite, and automotive
industries, from 2008 to 2013. From January 2014 until September 2014, Mr. Winand served as a consultant for Solomon Edwards
Group LLC. He has over 30 years' experience in financial management and reporting for both public domestic and international manufacturing
companies. Mr. Winand received a B.S. in Accounting from Drexel University and an M.B.A. in Finance from Widener University.

 RELATIONSHIPS AND ARRANGEMENTS

 There is no family relationship between any of Company's directors
or executive officers and, to the best of our knowledge, none of our directors or executive officers has, during the past ten years, been
involved in any legal proceedings which are required to be disclosed pursuant to the rules and regulations of the SEC. There are
no arrangements between any director or executive officer of the Company and any other person pursuant to which he/she was, or will be,
selected as a director or executive officer, respectively.

 CORPORATE GOVERNANCE

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act
requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other
equity securities. Specific due dates for these reports have been established, and the Company is required to report any failure to
comply therewith during the fiscal year ended September 30, 2023. To our knowledge, based solely on a review of the reports
filed electronically with the SEC during the Company's most recent fiscal year and, where applicable, written representations
that no other reports were required, we believe that all Section 16(a) filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were complied with in a timely manner during September 30, 2023,
except that: the Estate of Geoffrey S. M. Hedrick filed one late Form 3 with respect to one transaction, Glen Bressner filed
four late Forms 4 with respect to five transactions, Parizad Olver filed one late Form 4 with respect to one transaction,
Stephen Belland filed one late Form 4 with respect to one transaction, Roger Carolin filed one late Form 4 with respect to
one transaction, and Winston Churchill filed one late Form 4 with respect to three transactions.

 Code of Ethics

 The Company maintains a Code of Business Conduct
and Ethics (the " Code of Ethics ") applicable to its directors, its principal executive officer and principal financial
and accounting officer, and persons performing similar functions. In addition, the Code of Ethics applies to all of the Company's
employees, officers, agents, and representatives. The Code of Ethics is posted on the Company's website, www.innovative-ss.com,
under the heading "Investor Relations." If the Company amends or grants a waiver of one or more of the provisions of our Code
of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers
from provisions of our Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting
officer (or persons performing similar functions) by posting the required information on the Company's website at www.innovative-ss.com.
The information found on the website is not part of this Form 10-K.

 Director Nominations

 No material changes have been made to the procedures by which stockholders
may recommend nominees to our Board of Directors.

 Audit Committee

 The members of the Audit Committee are currently
Mr. Carolin (Chairman), Mr. Bressner, and Mr. Belland. On January 28, 2024, the Board of Directors determined that Ms. Olver
did not meet the heightened independence requirements for service on the Audit Committee as required by the rules and regulations of the
SEC and, as a result, the listing standards of the Nasdaq Stock Market ("Nasdaq") applicable to audit committee members. Upon
making this determination, the Board of Directors removed Ms. Olver from the Audit Committee and appointed Mr. Belland to take her place.
The Audit Committee is composed solely of independent members, as independence for audit committee members is defined by the applicable
Nasdaq listing standards. In addition, the Company is required to certify to Nasdaq that the Audit Committee has, and will continue to
have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting,
or other comparable experience or background that results in the individual's financial sophistication. The Board has determined,
in its business judgment, that each member of the Audit Committee is financially literate, and that Mr. Bressner and Mr. Carolin
satisfy Nasdaq's definition of financial sophistication and each also qualifies as an "audit committee financial expert,"
as defined under rules and regulations of the SEC.

 On January 29, 2024, the Company notified Nasdaq
of the Company's inadvertent non-compliance with Nasdaq's audit committee composition requirements set forth in Nasdaq Listing
Rule 5605(c)(2), which requires, among other things, an audit committee to consist of at least three members, each of whom is independent.
The non-compliance was a result of Parizad Olver Parchi, a member of the Audit Committee at the time, not qualifying as independent pursuant
to Nasdaq Listing Rule 5605(c)(2)(A)(ii) and Rule 10A-3(b)(i) under the Securities Exchange Act of 1934, as amended (the " Act "),
as a result of a wholly owned subsidiary of the Company having paid a consulting fee of $72,990 in November 2023 to a company in which
Ms. Olver is the managing partner and has an ownership interest for services provided in connection with the sale of the Company's
2008 Super King Air B200GT SN BY-50.

 Pursuant to Rule 10A-3(b)(ii)(A) under the Act,
a director will not be deemed independent for purposes of service on a company's audit committee if the director has received any
compensatory fee, whether directly or indirectly. To address this matter, effective as of January 28, 2024, the Company removed Ms. Olver
from the Audit Committee and appointed Mr. Stephen Belland to take her place.

 The notification to Nasdaq was made in accordance
with Nasdaq Rule 5625, which requires a company with common securities listed on Nasdaq to report any noncompliance of Nasdaq's
Rule 5600 series.

 Stock Ownership Policy

 The Company has adopted a Stock Ownership and Retention Policy
that applies to its non-employee directors. Each non-employee director is required to own shares of common stock with an aggregate
value equal to three times such director's annual cash base retainer (exclusive of retainers for committee service or
leadership roles). Compliance with the minimum share ownership requirement is determined annually as of December 31 each year
and commenced December 31, 2023. Individuals who have not yet attained the minimum share ownership requirement must retain 50%
of his or her shares acquired upon the (i) vesting of restricted stock or restricted stock units, (ii) if applicable, the
exercise of options, reduced by shares retained or tendered to cover taxes or the exercise price of options.

 Anti-Hedging and Anti-Pledging Policies

 The Company maintains an Insider Trading Policy
which prohibits Company employees, directors and related parties from engaging in hedging transactions absent prior approval from the
Chief Compliance Officer. The Insider Trading Policy also prohibits Company employees, directors and related parties from purchasing Company
securities on margin, holding Company securities in a margin account or pledging Company securities.

 Item 11. Executive compensation.

 Compensation Discussion and Analysis

 This Compensation Discussion and Analysis provides
an overview of the Company's executive compensation program and a description of the material factors underlying the decisions that
resulted in the compensation provided to the Company's President and Chief Executive Officer and Chief Financial Officer for the
fiscal year ended September 30, 2023 (referred to herein as our " named executive officers "). The names of the
Company's 2023 named executive officers, together with their titles during the 2023 fiscal year, are:

 Shahram Askarpour —President and Chief Executive Officer

 Michael Linacre —Chief Financial Officer (Former)

 Consistent with the SEC's rules, compensation information for
Mr. Linacre is included even though Mr. Linacre resigned on November 8, 2023 because Mr. Linacre served as a named
officer during the 2023 fiscal year.

 Objective of the Company's Executive Compensation Program

 The objective of the Company's executive
compensation program is to attract and retain exceptional individuals as executive officers and to provide key executives with motivation
to perform to the full extent of their abilities to maximize the performance of the Company and deliver enhanced value to the Company's
shareholders.

 What the Company's Executive Compensation Program is Designed
to Reward

 Overall, the Company's executive compensation
program is designed to reward the contributions of each individual executive officer, to ensure that each executive officer's interest
is aligned with those of the Company's shareholders, and to provide sufficient incentives to executive officers to ensure their
dedication to the Company. As discussed further below, the Company seeks to achieve these goals by providing sufficient base salaries
to compensate executives for the day-to-day performance of their duties and awarding cash bonuses when the executive attains the annual
personal or corporate goals and objectives established by the Company. Also, from time to time, the Company grants equity-based awards
when it believes that such equity awards will further align the interests of executive officers with those of the Company's shareholders
and provide an additional incentive to executive officers to contribute to the achievement of the Company's financial and strategic
objectives.

 GENERAL EXECUTIVE COMPENSATION POLICIES

 Process
for Setting Total Compensation

 Generally, upon hiring or promoting a named executive officer, the
Compensation Committee sets the executive's initial level of base salary and other compensation on the basis of subjective factors,
including experience, individual achievements, and level of responsibility assumed at the Company, and may consider market compensation
practices from time to time. Actual base salaries, cash bonuses, and equity-based awards for each named executive officer may be adjusted
from year to year based upon each named executive officer's annual review and level of attainment of personal and corporate goals
and objectives, including Company financial performance, shareholder return, and such other factors as the Compensation Committee deems
appropriate and in the best interests of the Company's shareholders.

 Each named executive officer's annual review
is a subjective process whereby the Chief Executive Officer or the Compensation Committee (as applicable, as described below) evaluates
various factors relevant to the named executive officer's contributions to the Company, such as the executive's role in the
development and execution of strategic plans, leadership skills, motivation, and involvement in industry groups. The weight given to such
factors may vary from one named executive officer to another.

 The Compensation Committee seeks recommendations
from the Chief Executive Officer regarding changes to the overall compensation level or any particular element of compensation for the
other named executive officers. In addition, the Chief Executive Officer is principally responsible for reviewing each other named executive
officer's performance, and for making recommendations for the Company's compensation plan for such executive officer for the
following fiscal year. The Compensation Committee reviews the recommendations of the Chief Executive Officer in light of his proximity
to the other executives and his knowledge of their contributions to the Company. The Compensation Committee independently reviews the
performance of the Company's Chief Executive Officer.

 In 2022 and 2023, the Compensation Committee engaged
FW Cook to advise the Compensation Committee with respect to best practices, competitive market data based on comparison companies and
trends in the area of executive compensation, as well as ongoing regulatory considerations. The Compensation Committee has determined
that FW Cook, which does not perform any work for the Company other than its services for the Compensation Committee, is independent and
that its services do not raise any conflict of interest with the Company or any of the Company's executive officers or directors.

 Consideration of Shareholder Advisory Vote on Executive Compensation

 Based upon the vote of the Company's shareholders
at the 2023 annual meeting of shareholders, the Company currently provides its shareholders with the opportunity to cast an advisory vote
on executive compensation (a " say-on-pay proposal ") once every three (3) years. At the Company's annual
meeting of shareholders held in 2023, over 98% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the
proposal. The Compensation Committee believes that this voting result affirms shareholders' strong support of the Company's
approach to executive compensation The Compensation Committee will consider the outcome of the 2023 say-on-pay vote when making future
compensation decisions for the named executive officers. The next time the Company is scheduled to hold a say-on-pay vote is at the Company's
annual meeting of shareholders to be held in 2026.

 Elements of Compensation

 The Company's executive compensation program consists of the
following elements of compensation, each described in greater depth below:

 Base Salary;

 Annual Bonus;

 Equity-based Compensation; and

 General Benefits.

 In determining the different elements of compensation
to provide to the named executive officers, the Compensation Committee does not adhere to a specific allocation between short-term and
long-term compensation, or between cash and non-cash compensation. Instead, the Compensation Committee determines the elements of compensation
in a manner designed to reward strong financial performance, provide overall compensation opportunities that are sufficient to attract
and retain highly skilled named executive officers, and ensure that named executive officers' interests are aligned with those of
the Company's shareholders. This may result in the named executive officers receiving all cash compensation in some years (through
base salary and annual bonuses) and a combination of cash and equity-based compensation in other years (through base salary, annual bonuses
and equity awards).

 Base Salary

 The Company pays base salaries to named executive
officers because the Company believes that base salaries are essential to recruiting and retaining qualified executives. In addition,
base salaries create an incentive for named executive officers to make meaningful contributions to the Company's success because
they are subject to increase based on the executive's performance. The Compensation Committee sets the initial base salary level
upon the hire or promotion of a named executive officer. Base salary levels are determined initially based on the named executive officer's
previous experience and employment, and the named executive officer's expected duties and responsibilities with respect to the Company
and considering market data provided by the Company's independent compensation consultant. Thereafter, the Compensation Committee may
increase a named executive officer's base salary each year based on the results of the named executive officer's annual review
(which is conducted by the Chief Executive Officer for each of the other named executive officers and by the Compensation Committee for
the Chief Executive Officer), and based on the Compensation Committee's subjective assessment of the Company's overall performance
during the preceding year.

 Annual Bonus

 The Compensation Committee retains discretion
to grant bonus compensation to the named executive officers and other employees of the Company. From time to time, the Company may award
discretionary annual bonuses to the named executive officers and may agree, in hiring or promoting a named executive officer, to a target
bonus opportunity, expressed as a percentage of base salary, in any case, to be paid only if the Company determines that the Company has
attained its financial performance goals or other objectives.

 The named executive officers' 2023 target annual bonus opportunities
were as follows:

 Named Executive Officer

 Annual Bonus Opportunity as a

 % of Base Salary

 %

 %

 66% of the potential annual incentive opportunity
was based on the achievement of financial performance targets and the remaining portion of the annual incentive was based on a qualitative
assessment of performance. In 2023, the Company chose Revenue and Operating Income as its financial performance metrics. In the case of
Dr. Askarpour, the qualitative assessment took into account organic growth, progress on mergers and acquisitions, progress on autonomous
flight initiatives, increased strategic partnerships and investor relations activities. In the case of Mr. Linacre, the qualitative
assessment considered investor relations activities, quality of financial accounting, mergers and acquisitions support, and progress toward
additional financing.

 Performance Measures

 Target
 100%

 Maximum
 150%

 Weight
 (%)

 Revenue ($)

 $
 27,748,000

 $
 41,622,000

 %

 Operating Income ($)

 $
 4,353,193

 $
 6,529,789

 %

 Qualitative

 --

 --

 %

 In 2023, the Company achieved $29,361,916 in adjusted revenue and $6,964,804
in adjusted operating income, and the Compensation Committee determined that each of Dr. Askarpour and Mr. Linacre achieved
their qualitative goals at 100%. As a result, the Compensation Committee approved annual incentive bonuses of $355,816 and $118,605 for
Dr. Askarpour and Mr. Linacre, respectively.

 The 2023 annual cash incentives were paid to Dr. Askarpour on
November 12, 2023 and to Mr. Linacre on December 12, 2023. The payments are listed as 2023 compensation in the Summary
Compensation Table in the column labeled "Non-Equity Incentive Plan Compensation."

 Equity-based

 The Company awards equity-based compensation to
named executive officers in order to provide a link between the long-term results achieved for its shareholders and the rewards provided
to named executive officers, thereby ensuring that such officers have a continuing stake in the Company's long-term success (see
the section titled " Equity Compensation Plan Information " below). Such awards are made at the discretion of the Compensation
Committee and are not timed or coordinated with the release of material, non-public information.

 In 2023, we granted 200,000 option shares and
100,000 RSUs to Dr. Askarpour and 12,210 option shares to Mr. Linacre as part of the annual equity grant. 50% of Dr. Askarpour's
option shares vested immediately upon the date of grant, and the remaining shares vest on a quarterly basis such that the entire award
will be fully vested one year from the date of grant. 25% of Dr. Askarpour's RSUs vested immediately upon the date of grant,
and the remaining RSUs vest on a quarterly basis such that the entire award will be fully vested on the third anniversary of the date
of grant. Mr. Linacre's option shares were scheduled to vest in equal quarterly installments such that they would be fully
vested on the fourth anniversary of the date of grant.

 To
reward Mr. Linacre for his performance during his first year of employment and incentivize him to continue his performance, the Compensation
Committee approved an additional award of 6,082 restricted stock units and 12,164 option shares for Mr. Linacre on August 21,
2023. Both the restricted stock units and option shares were scheduled to vest annually at a rate of 25% on each anniversary of the date
of grant commencing with the first anniversary, subject to his continued employment on the applicable vesting date. Upon Mr. Linacre's
resignation effective November 8, 2023, all of his unvested option shares and restricted stock units were forfeited.

 General
Benefits

 The following are standard benefits offered to all eligible Company
employees, including the named executive officers.

 Retirement
Benefits. The Company maintains a tax-qualified 401(k) savings plan for all eligible employees, including the named executive
officers, known as the Innovative Solutions and Support 401(k) Plan (the " Savings Plan "). The Savings Plan is
a voluntary contributory plan under which employees may elect to defer compensation for federal income tax purposes under Section 401(k) of
the Code. The Company makes a matching contribution to the Savings Plan at one half of each participant's deferral rate, limited
to a maximum contribution of 4% of base salary and subject to limitations imposed by the Internal Revenue Code.

 Medical,
Dental, Life Insurance, and Disability Coverage. The Company makes available medical, dental, life insurance, and disability
coverage to all active eligible employees, including the named executive officers.

 Other Paid
Time-Off Benefits. The Company provides vacation and other paid holidays to all employees, including the named executive officers.

 EMPLOYMENT AGREEMENTS

 It is the Company's general philosophy that
all of the Company's employees should be "at will" employees, thereby allowing both the Company and the employee to
terminate the employment relationship at any time and without restriction or financial obligation.

 However, in certain cases, the Company has determined
that, as a retention device and a means to obtain non-compete arrangements, employment agreements or other contractual agreements are
appropriate.

 The Company entered into an amended and restated
employment agreement with Dr. Askarpour on April 14, 2022 in connection with his appointment as Chief Executive Officer of the
Company on January 14, 2022. The initial term of the employment agreement began on April 14, 2022 and will end on April 13,
2024. Pursuant to the terms of the agreement, the term extends for one additional year each subsequent April 14, unless either party
provides written notice to the other party at least 30 days prior to the expiration of the then-current term that the term will not be
renewed. The agreement provides for a base salary of $400,000 per year, which the Company determined to be appropriate given Dr. Askarpour's
increased duties and responsibilities as Chief Executive Officer. If Dr. Askarpour's employment is terminated by the Company
without "cause" or by Dr. Askarpour for "good reason," then, subject to Dr. Askarpour's execution
and non-revocation of a release of claims in favor of the Company, the Company will continue to pay Dr. Askarpour his base salary
at the rate then in effect for a period of twelve (12) months following his termination date, during which period the Company will also
pay Dr. Askarpour's COBRA premiums. The employment agreement contains covenants restricting Dr. Askarpour's ability
to compete with the Company or solicit its employees, other service providers, or current, former, or prospective customers for twelve
(12) months after the cessation of Dr. Askarpour's employment. The employment agreement also contains standard confidentiality,
assignment of invention, and non-disparagement provisions.

 The Company entered into an offer letter agreement
with Mr. Linacre on June 1, 2022 in connection with his hiring as the Chief Financial Officer of the Company. The offer letter
provided for a base salary of $230,000 per year, an annual target bonus amount equal to 30% of his base salary, a grant of restricted
common stock of the Company (as described in the section titled " Equity-based Compensation " above) and certain relocation
benefits. If Mr. Linacre's employment had been terminated by the Company without "cause," then, subject to Mr. Linacre's
execution and non-revocation of a release of claims in favor of the Company, the Company would continue to pay Mr. Linacre his base
salary at the rate then in effect for a period of six (6) months following his termination date in addition to a pro-rata bonus for
the year of termination based on the actual bonus he would have been paid absent such termination. The offer letter contained covenants
restricting Mr. Linacre's ability to compete with the Company or solicit its employees, other service providers, or current,
former, or prospective customers for twelve (12) months after the cessation of Mr. Linacre's employment. The offer letter also
contained standard confidentiality, assignment of invention, and non-disparagement provisions.

 As previously disclosed, Mr. Linacre resigned
from his position as Chief Financial Officer effective November 8, 2023.

 Change in Control Benefits

 The Compensation Committee has the authority to
accelerate the vesting of Company equity awards granted to named executive officers under the Company's 2019 Stock-Based Incentive
Compensation Plan (the " 2019 Plan ") upon a change in control of the Company (except for certain transactions that are
expressly carved out under the 2019 Plan). The Company believes that such accelerated vesting is essential to maintaining the commitment
and dedication of its key employees throughout a potential change in control of the Company. Unless otherwise determined by the Compensation
Committee or provided in an award agreement, "change in control" is generally defined for these purposes as:

 the acquisition in one or more transactions during any 12-month period by any "person" (as
such term is used for purposes of section 13(d) or section 14(d) of the Exchange Act) but excluding, for this purpose, the Company
or its subsidiaries or any employee benefit plan of the Company or its subsidiaries, of "beneficial ownership" (within the
meaning of Rule 13d-3 under the Exchange Act) of thirty percent (30%) or more of the combined voting power of the Company's
then outstanding voting securities;

 a change in the composition of the Board during any 12-month period such that the individuals who at the beginning of such period
constituted the Board cease to constitute a majority of the Board;

 the consummation of a merger or consolidation involving the Company, if the shareholders of the Company,
immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation,
more than seventy percent (70%) of the combined voting power of the outstanding voting securities of the corporation resulting from such
merger or consolidation; or

 a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the
Company.

 Under Dr. Askarpour's amended and restated
employment agreement, in the event of a "change in control," if a successor to the Company fails or refuses to either materially
assume the Company's obligations under Dr. Askarpour's employment agreement or enter into a new employment agreement
with Dr. Askarpour on terms that are materially similar to those provided under his employment agreement, then Dr. Askarpour
may terminate his employment with "good reason" and, subject to his execution and non-revocation of a release of claims in
favor of the Company, the Company will continue to pay Dr. Askarpour his base salary at the rate then in effect for a period of twelve
(12) months following his termination date, during which period the Company will also pay Dr. Askarpour's COBRA premiums. For
purposes of Dr. Askarpour's employment agreement, "change in control" is generally defined for these purposes as:

 a "person" (as such term is used for purposes of section 13(d) or section 14(d) of
the Exchange Act) but excluding, for this purpose, any employee benefit plan of the Company or its subsidiaries, is or becomes a "beneficial
owner" (within the meaning of Rule 13d-3 under the Exchange Act) of forty percent (40%) or more of the combined voting power
of the Company's then outstanding voting securities;

 a change in the composition of the Board during any 2-year period such that the individuals who at the beginning of such period constituted
the Board cease to constitute a majority of the Board;

 the consummation of a merger or consolidation involving the Company, if the shareholders of the Company,
immediately before such merger or consolidation, do not own, directly or indirectly, immediately following such merger or consolidation,
at least seventy-five percent (75%) of the combined voting power of the outstanding voting securities of the corporation resulting from
such merger or consolidation; or

 a complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the
Company.

 Stock Ownership/Retention Requirements

 The Company has adopted a Stock Ownership and Retention Policy that
applies to its Section 16 officers. We believe that the Stock Ownership and Retention Policy aligns the interests of our management
team, directors and shareholders.

 The ownership requirement for our CEO and our executive officers is
calculated as a multiple of base salary, as noted below:

 Position

 Minimum Ownership of Common Stock (as multiple of base salary)

 CEO

 3x

 Other Section 16 Officers

 1x

 Compliance with the minimum share ownership requirement is determined
annually as of December 31 each year and commenced December 31, 2023. Individuals who have not yet attained the minimum share
ownership requirement must retain 50% of his or her shares acquired upon the (i) vesting of restricted stock or restricted stock
units, (ii) if applicable, the exercise of options, reduced by shares retained or tendered to cover taxes or the exercise price of
options.

 Qualifying shares that count toward the ownership requirement include:

 Shares owned outright (including shares held through an IRA, 401(k) account, spouse or dependent children, or shares held in
trust for the benefit of the owner, his or her spouse, or his or her dependent children);

 Shares underlying equity awards that are deferred shares;

 Shares underlying vested options.

 Tax and Accounting Considerations

 The Company considers tax and accounting implications
in determining all elements of its executive compensation program. Section 162(m) of the Code generally denies a federal income
tax deduction for compensation exceeding $1,000,000 paid in a taxable year to the Chief Executive Officer, the Chief Financial Officer
or any of the three highest compensated officers (other than the Chief Executive Officer and Chief Financial Officer). The Compensation
Committee considers the impact of this deductibility limitation on the compensation that it intends to award, and may pay compensation
that is not deductible if it determines that doing so is in the best interest of the Company and consistent with the Company's executive
compensation program.

 The Compensation Committee considers the impact
of various forms of compensation on the Company's financial results. In particular, the Compensation Committee considers the potential
impact on current and future financial results of all equity compensation that it approves.

 SUMMARY COMPENSATION TABLE

 This Summary Compensation Table provides information
on the total compensation earned by each named executive officer for fiscal years ended September 30, 2023, 2022 and 2021.

 Salary

 Bonus

 Non-Equity
 Incentive Plan Compensation

 Stock

 All
 Other Compensation

 Total

 Name
 and Principal Position

 Year

 $

 $

 $

 $ (2)

 $ (2)

 $ (1)

 $

 2023

 400,000

 -

 355,816

 852,000

 819,000

 12,592

 2,439,408

 Chief Executive
 Officer

 2022

 369,616

 300,000

 -

 -

 -

 6,585

 2021

 300,000

 -

 -

 -

 -

 5,700

 305,700

 2023

 233,770

 -

 118,605

 111,264

 49,994

 162,491

 676,124

 Former Chief
 Financial Officer

 2022

 53,077

 25,000

 -

 -

 49,997

 (3)

 -

 128,074

 1.
 The
 amounts set forth in this column represent (i) for Dr. Askarpour, contributions
 to the his Savings Plan account for the applicable fiscal year, and (ii) for Mr. Linacre,
 $154,761 in relocation benefits and $7,730 in contributions to his Savings Plan account for
 the applicable fiscal year.

 2.
 These
 amounts represent the aggregate grant date fair value determined in accordance with the valuation
 guidelines of ASC Topic 718 " Stock Compensation " with respect to the options
 granted to the named executive officers in the applicable year. See also Note 3, under the
 heading " Share-Based Compensation," in the Company's audited financial
 statements as filed in the Annual Report. The values do not correspond to the actual value
 that will be recognized by the named executive officers at the time such awards vest.

 3.
 This
 award was inadvertently excluded from the Company's 2022 proxy statement; however,
 the details of the award have been previously disclosed on Form 4.

 GRANTS OF PLAN-BASED AWARDS

 The following table sets forth information about
non-equity and equity awards granted to the named executive officers in the fiscal year ended September 30, 2023.

 Estimated
 Future Payouts under

 Non-Equity Incentive Plan Awards

 All other

 stock awards:

 All other
 option

 awards:

 Exercise

 Grant date

 fair value of

 Name

 Grant Date

 Threshold

 ($)

 Target

 ($)

 Maximum

 ($)

 of

 shares of

 stock or units (#)

 of

 securities

 underlying

 options (#)

 price of

 option

 awards

 ($/Sh)

 stock and

 option

 awards ($)

 (1)

 -

 300,000

 450,000

 1/11/2023

 100,000

 819,000

 1/11/2023

 200,000

 8.19

 852,000

 -

 100,000

 150,000

 1/11/2023

 12,210

 8.19

 54,945

 8/21/2023

 12,164

 8.22

 56,319

 8/21/2023

 6,082

 49,994

 1.
 The amounts included in this column are the
 dollar amounts representing the grant date fair value of each restricted stock unit or option
 share, as applicable, calculated in accordance with FASB ASC Topic 817, and do not represent
 the actual value that may be recognized by the named executive officers upon vesting of restricted
 stock units or options.

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 The following table provides outstanding equity awards for the named
executive officers as of the end of fiscal year 2023:

 Stock

 Name

 of securities

 underlying unexercised options

 (#) exercisable

 of

 securities

 underlying

 unexercised

 options (#)

 unexercisable

 exercise

 price ($)

 expiration date

 of shares or units of

 stock that have not vested (#)

 Market
 value of

 shares or units

 of stock that

 have not vested ($)

 150,000
 (1)

 50,000

 8.19

 1/11/2033

 62,500
 (2)

 475,000

 -

 12,210
 (3)

 8.19

 1/11/2033

 6,082
 (4)

 46,223

 -

 12,164
 (4)

 8.22

 8/21/2033

 5,915
 (5)

 44,954

 1.
 The
 award becomes vested according to the following schedule: 50% at the date of grant, and the
 remaining 50% on a quarterly basis, becoming fully vested on the first anniversary of the
 date of grant.

 2.
 The award becomes vested according to the following
 schedule: 25% at the date of grant, and the remaining 75% on a quarterly basis, becoming
 fully vested on the third anniversary of the date of grant.

 3.
 The award becomes vested according to the following
 schedule: 1/16th on each anniversary of the date of grant, becoming fully vested
 on the fourth anniversary of the date of grant.

 4.
 The award becomes vested according to the following
 schedule: 25% on each anniversary of the date of grant, becoming fully vested on the fourth
 anniversary of the date of grant.

 5.
 The award becomes vested according to the following
 schedule: 25% on the first anniversary of the date of grant, and the remaining 75% on a quarterly
 basis, becoming fully vested on the fourth anniversary of the date of grant.

 OPTION EXERCISES AND STOCK VESTED

 The following table provides information on the
value of stock options that were exercised and stock awards that vested during the fiscal year ended

 September 30, 2023 for each of our named executive officers:

 Stock Awards

 Value

 Number of

 Value

 Number of

 Realized on

 Shares

 Realized on

 Shares Acquired

 Exercise

 Acquired on

 Vesting

 Name

 on Exercise

 $

 Vesting

 ($)

 -

 -

 37,500

 297,000

 -

 -

 1,972

 15,184

 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE
IN CONTROL

 Dr. Askarpour's amended and restated
employment agreement provides that if his employment is terminated by the Company without "cause" or by Dr. Askarpour
for "good reason," then, subject to his execution and non-revocation of a release of claims in favor of the Company, the
Company will continue to pay Dr. Askarpour his base salary at the rate then in effect for a period of twelve (12) months following
his termination date, during which period the Company will also pay Dr. Askarpour's COBRA premiums. If Dr. Askarpour's
employment were terminated by the Company without "cause" or for "good reason" on September 30, 2023, the
total amounts payable to Dr. Askarpour would be $429,126. For purposes of Dr. Askarpour's employment agreement, "cause"
generally means (a) the commission by or conviction of Dr. Askarpour, or plea of guilty or nolo contendere to, a felony or
any crime involving dishonesty, disloyalty, or moral turpitude; (b) Dr. Askarpour's willful misconduct or willful failure
substantially to perform the duties of his position or his willful refusal to comply with the lawful directives of the Board; (c) a
breach by Dr. Askarpour of his employment agreement or any written policies of the Company applicable to Dr. Askarpour; (d) any
act or omission by Dr. Askarpour constituting dishonesty, fraud or embezzlement, or an intentional violation of Dr. Askarpour's
duty of loyalty to the Company under law; (e) Dr. Askarpour's gross negligence in the performance of his duties; or (f) Dr. Askarpour's
poor job performance or other improper conduct not otherwise described above, except that cause shall not exist based solely on clauses
(e) or (f), unless the Company has given Dr. Askarpour written notice of its intent to terminate his employment for cause,
and allowed Dr. Askarpour thirty (30) days to cure such alleged poor job performance or other improper conduct. For purposes of
Dr. Askarpour's employment agreement, "good reason" generally means (a) a material reduction of Dr. Askarpour's
duties, responsibilities or authority; (b) a reduction of Dr. Askarpour's base salary; (c) failure or refusal of
a successor to the Company to either materially assume the Company's obligations under Dr. Askarpour's employment agreement
or enter into a new employment agreement with Dr. Askarpour on terms that are materially similar to those provided under his employment
agreement, in any case, in the event of a "change in control"; (d) a relocation of Dr. Askarpour's primary
work location that results in an increase in his one-way commute by more than twenty-five (25) miles; or (e) a material breach of
Dr. Askarpour's employment agreement by the Company. See the section titled " Compensation Discussion and Analysis "
for additional information.

 Mr. Linacre's offer letter provided
that if his employment is terminated by the Company without "cause," then, subject to his execution and non-revocation of
a release of claims in favor of the Company, the Company would continue to pay Mr. Linacre his base salary at the rate then in effect
for a period of six (6) months following his termination date in addition to a pro-rata bonus for the year of termination based
on the actual bonus he would have been paid absent such termination. If Mr. Linacre's employment were terminated by the Company
without "cause" on September 30, 2023, the total amounts payable to Mr. Linacre would have been $235,490. For purposes
of Mr. Linacre's offer letter, "cause" generally means (a) the indictment or conviction of Mr. Linacre,
or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude or dishonesty; (b) Mr. Linacre's
intentional action or an act of fraud, dishonesty or theft affecting the property, reputation, or business of the Company or its affiliates;
(c) Mr. Linacre's willful and persistent neglect of his duties and responsibilities; (d) Mr. Linacre's
failure or refusal to carry out the lawful directives of the Board; (e) Mr. Linacre's diverting any business opportunity
of the Company or its affiliates for his own personal gain; (f) Mr. Linacre's omission of or misrepresentation of a significant
fact on his employment application or resume; or (g) Mr. Linacre's misuse of alcohol or drugs affecting his work performance.
See the section titled " Compensation Discussion and Analysis " for additional information.

 As previously disclosed, Mr. Linacre resigned
from his position as Chief Financial Officer effective November 8, 2023. He did not receive any payments in connection with his
termination of employment.

 The Company's Compensation Committee has
the authority to accelerate the vesting of Company stock options granted to named executive officers under the 2019 Plan upon a change
in control of the Company. See the section titled " Compensation Discussion and Analysis " for additional information.

 PAY VERSUS PERFORMANCE

 In accordance with rules adopted by the Securities and Exchange
Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding
executive compensation and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay
versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

 PAY VERSUS PERFORMANCE

 Year

 Summary

 Table Total for

 PEO (1)

 Actually Paid to

 PEO (1),(2),(3)

 Summary

 Compensation Table

 Total for Non-PEO

 NEOs (1)

 Actually Paid to

 Non-PEO

 NEOs (1),(2),(3)

 Value
 of Initial

 Fixed $100

 Investment

 Based on TSR (4)

 Net

 Income

 ($MM)

 2023

 $
 2,439,408

 $
 2,394,368

 $
 676,259

 $
 661,666

 $
 124.64

 $
 6.02

 2022

 $

 $

 $
 188,028

 $
 206,087

 $
 122.93

 $
 5.52

 1.
 The Principal Executive Officer (" PEO ")
 in 2022 and 2023 is Shahram Askarpour. The Non-PEO NEOs for whom the average compensation
 is presented in this table for 2022 are Michael Linacre, Geoffrey S.M. Hedrick and Relland
 Winand, and for 2023 is Michael Linacre.

 2.
 The amounts shown as Compensation Actually
 Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not
 reflect compensation actually realized or received by the Company's NEOs. These amounts
 reflect total compensation as set forth in the Summary Compensation Table for each year,
 adjusted as described in footnote 3 below.

 3.
 Compensation Actually Paid reflects the exclusions
 and inclusions for the PEO and NEOs set forth below. Amounts excluded, which are set forth
 in the Exclusion of Stock Awards columns below, represent the Stock Awards amounts from the
 applicable Summary Compensation Table. Amounts included in the Inclusion of Equity Values
 column below are the aggregate of the following components, as applicable: the fair value
 as of the end of the fiscal year of unvested equity awards granted in that year; the change
 in fair value during the year of equity awards granted in prior years that remained outstanding
 and unvested at the end of the year; and the change in fair value during the year through
 the vesting date of equity awards granted in prior years that vested during that year, less
 the fair value at the end of the prior year of awards granted prior to the year that failed
 to meet applicable vesting conditions during the year. Equity values are calculated in accordance
 with FASB ASC Topic 718.

 4.
 Dollar values assume $100 was invested in the
 Company for the cumulative period from September 30, 2021 to September 30, 2023,
 and reinvestment of the pre-tax value of dividends paid. Historical stock performance is
 not necessarily indicative of future stock performance.

 ADJUSTMENTS
MADE TO DETERMINE COMPENSATION ACTUALLY PAID

 2023

 2022

 Summary Compensation Table Total

 PEO

 $
 2,439,408

 $

 $
 676,259

 $
 188,028

 Deduction for amounts reported under the "Stock Awards"
 and "Option Awards" columns in the Summary Compensation Table

 PEO

 $
 1,671,000

 --

 $
 161,258

 $
 49,997

 Fair value as of the end of the covered year of awards granted
 during year that remain unvested as of year-end

 PEO

 $
 689,560

 --

 $
 154,923

 $
 68,056

 Increase/Deduction for change in fair value from prior year-end
 to current year-end of awards granted prior to that year that were outstanding and unvested as of year-end

 PEO

 --

 --

 $
 (6,092
)

 --

 Increase for fair value as of the vesting dates for awards
 granted during year that vest during the year

 PEO

 $
 936,400

 --

 $
 --

 --

 Increase/Deduction for change in fair value from prior year-end
 to vesting date of awards granted prior to that year that vested during year

 PEO

 --

 --

 $
 (2,030
)

 --

 Deduction for fair value of awards granted prior to year that
 were forfeited during year

 PEO

 --

 --

 --

 --

 Compensation Actually Paid

 PEO

 $
 2,394,368

 $

 $
 661,666

 $
 206,087

 Description of Relationship Between
NEO Compensation Actually Paid and Total Shareholder Return (" TSR ")

 The following chart sets forth the relationship
between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company's cumulative
TSR over the fiscal two-year period from 2022 through 2023.

 Description of Relationship Between NEO Compensation Actually
Paid and Net Income

 The following chart sets forth the relationship
between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during
fiscal 2022 through 2023.

 DIRECTOR COMPENSATION

 Compensation of Directors

 The Company's compensation program for
non-employee directors for 2023 consisted of three elements of compensation: meeting fees, restricted stock or restricted stock unit
awards, and an annual retainer. All cash fees were paid quarterly in arrears. Each non-employee director was entitled to a fee of $1,500
for each Board meeting attended and $1,500 for each committee meeting that is not held on the same day as a Board meeting. The Chairman
of the Board received $35,000 per year in addition to the meeting fees and restricted stock or restricted stock awards. Mr. Bressner
served as Chairman of the Audit Committee until June 2023 and received $3,000 per quarter. Mr. Carolin became Chairman of the
Audit Committee in June 2023 and received $3,000 per quarter in addition to the meeting fees and restricted stock or restricted
stock unit awards. The Chairman of the Compensation Committee received $5,000 per year in addition to the meeting fees and restricted
stock or restricted stock unit awards. Each non-employee director, including the Chairman of the Board, was also paid an annual retainer
of $25,000.

 The Company also makes annual awards of restricted
stock or restricted stock units, with each such unit representing a contingent right to receive one share of common stock upon vesting,
to non-employee directors under the 2019 Plan. The target value of such annual awards was $50,000 for each non-employee director for
2023. The number of shares underlying such annual awards are calculated based upon the price of the Company's common stock at the
close of business on the date of the Company's annual meeting and such shares vest on the first anniversary of the date of grant.
A director who resigns during the course of the year will vest in and receive a pro rata portion of the shares that he or she otherwise
would have vested (in the case of restricted stock) or received (in the case of restricted stock units) had no such resignation occurred,
based on the number of days served during the applicable calendar year.

 With respect to the fiscal year ended September 30,
2023, the Company's common stock closed at a price of $8.10 per share on January 3, 2023. Because the Company transitioned
from a calendar year grant period to a one-year grant period beginning at each annual meeting, each non-employee director received (i) a
grant of 1,742 restricted stock units on January 3, 2023 vesting 100 days following the date of grant, and (ii) a grant of
6,868 restricted stock units on April 13, 2023 vesting one year following the date of grant.

 In addition, all directors are reimbursed for
reasonable travel and lodging expenses actually incurred in connection with required attendance at Board and committee meetings.

 Director Compensation Table

 The following table provides information on the
total compensation earned by each non-employee director of the Company for the fiscal year ended September 30, 2023:

 Change in

 Pension Value

 and

 Fees Earned

 Non-Equity

 Non-qualified

 or Paid in

 Stock

 Incentive Plan

 Deferred

 All Other

 Cash

 Total

 Name

 $
 (1)

 $
 (2)

 $

 $

 Earnings

 $

 $

 Glen R. Bressner

 82,241

 64,109

 -

 -

 -

 -

 146,350

 Winston J. Churchill(3)

 43,250

 14,110

 -

 -

 -

 -

 57,360

 Roger A. Carolin

 73,750

 64,109

 -

 -

 -

 137,859

 Stephen L. Belland

 53,667

 64,109

 -

 -

 -

 117,776

 Parizad Olver (Parchi)

 47,500

 64,109

 -

 -

 -

 111,609

 1. T he
amounts reported in this column include fees paid for attendance of Board and Board committee meetings and annual retainer for each non-employee
director for the year ended September 30, 2023.

 2. The
amounts reported in this column represent the grant date fair value, computed based on the compensation cost recognized for financial
reporting purposes by the Company in accordance with the valuation guidelines of Accounting Standards Codification (" ASC ")
505-50, " Equity-Based Payments to Non-Employees " and ASC 718 " Compensation—Stock Compensation "
with respect to the stock awards granted to each non-employee director during the fiscal year ended September 30, 2023. See also
Note 3, under the heading "Share-Based Compensation," to the Company's audited financial statements as filed in the
Annual Report, which sets forth the material assumptions used in determining the compensation cost to the Company with respect to such
awards. In addition, as of the close of the fiscal year ended September 30, 2023, none of the non-employee directors held outstanding
options to purchase stock of the Company.

 3. Mr. Churchill
was a member of the Board until April 13, 2023.

 Item 12. Security ownership of certain beneficial owners and management
and related stockholder matters.

 SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

 The following table sets forth certain information
with respect to the beneficial ownership, as of January 12, 2024, of each person whom the Company knew to be the beneficial owner
of more than 5% of its common stock. To the knowledge of the Company, each of the shareholders named below has sole power to vote or
direct the vote of such shares of common stock or the sole investment power with respect to such shares of common stock, unless otherwise
indicated. The information provided in the table is based on the Company's records, information filed with the SEC and information
provided to the Company.

 Common
 Stock

 Name of Beneficial Owner

 of Shares

 Percent
 of Class (1)

 Estate
 of Geoffrey S. M. Hedrick (2)

 1,673,155

 9.6
 %

 Christopher
 Harborne (3)

 2,506,322

 14.4
 %

 Wealth
 Trust Axiom, LLC (4)

 1,157,040

 6.6
 %

 Norman
 H. Pessin (5)

 861,825

 4.9
 %

 Central
 Square Management LLC (6)

 875,417

 5.0
 %

 1.
 As
 used in this table, beneficial ownership means the sole or shared power to vote or direct
 the voting of a security, or the sole or shared investment power with respect to a security
 (i.e., the power to dispose, or direct the disposition, of a security). A person is deemed
 as of any date to have beneficial ownership of any security that such person has the right
 to acquire within 60 days after such date. Percentage ownership is based upon 17,459,983
 of common stock outstanding as of January 12, 2023.

 2.
 Based
 solely on the Schedule 13D/A filed on August 11, 2023 filed by the Estate of Geoffrey
 S. M. Hedrick (the " Estate ")
 and Christopher Scott Ginieczki, as Personal Representative of the Estate of Geoffrey S.
 M. Hedrick (" Mr. Ginieczki ").
 According to the Schedule 13D/A, this amount includes 1,652,207 shares of common stock owned
 by the Estate and 20,948 shares of common stock owned by the Ginieczki Family Trust, of which
 Mr. Ginieczki is a co-trustee. According to the Schedule 13D/A, the Estate has shared
 voting and dispositive power as to 1,652,207 shares of common stock and Mr. Ginieczki
 has shared voting and dispositive power as to 1, 673,155 shares of common stock. The address
 for the Estate is c/o Innovative Solutions and Support, Inc., Attn: Christopher Scott
 Ginieczki, Personal Representative of Estate, 720 Pennsylvania Drive, Exton, PA 19341. Mr. Ginieczki's
 address is 2788 San Tomas Expressway, Santa Clara, CA 95051.

 3.
 Based
 solely on Schedule 13D/A filed on February 17, 2023 by Christopher Harborne ("Mr. Harborne")
 and Klear Kite LLC ("Klear Kite"), Klear Kite and, by virtue of being the sole
 member of Klear Kite, Mr. Harborne, each beneficially owns 2,506,322 shares of common
 stock, which are held directly by Klear Kite. Based on the 13D/A, Klear Kite and Mr. Harborne
 share voting and investment power over all such shares. Christopher
 Harborne's address is 23F M Thai Tower, All Seasons Place, 87 Wireless Road, Bangkok
 10300 Thailand.

 4.
 Based
 solely on Schedule 13G/A filed on February 3, 2022. WealthTrust Axiom LLC's address
 is 550 Swedesford Road, Suite 110, Wayne, PA 19087.

 5.
 Based
 solely on Schedule 13D/A filed on September 12, 2022. Norman H. Pessin's address
 is 400 East 51 st, PH 31, New York, NY 10022.

 6.
 Based
 solely on Schedule 13G/A filed on September 10, 2014. Central Square Management LLC's
 address is 1813 N. Mill Street, Suite F, Naperville, IL 60563.

 SECURITY OWNERSHIP OF MANAGEMENT

 The
following table sets forth certain information with respect to the beneficial ownership, as of January 12, 2024, of
(i) each director, (ii) the chief executive officer, the chief financial officer and the Company's other executive
officers during the fiscal year ended September 30, 2023, and (iii) all the current directors and executive officers as a
group. Unless otherwise indicated, each of the shareholders named below has sole voting and investment power with respect to such
shares, and the address of each of the shareholders named below is c/o Innovative Solutions and Support, Inc., 720 Pennsylvania
Drive, Exton, Pennsylvania 19341. The information provided in the table is based on the Company's records, information filed
with the SEC, and information provided to the Company.

 Common
 Stock

 Name
 of Beneficial Owner

 of Shares

 Percent
 of Class (1)

 Shahram
 Askarpour

 442,458

 2.5%

 Michael
 Linacre

 2,465

 *

 Glen
 R. Bressner

 85,089

 *

 Roger
 A. Carolin

 45,922

 *

 Stephen
 L Belland

 5,293

 *

 Parizad
 Olver

 4,938

 *

 All
 current executive officers and directors as a group (6 persons)

 586,165

 3.3%

 *
 Less than 1%.

 1.
 As
 used in this table, beneficial ownership means the sole or shared power to vote or direct
 the voting of a security, or the sole or shared investment power with respect to a security
 (i.e., the power to dispose, or direct the disposition, of a security). A person is deemed
 as of any date to have beneficial ownership of any security that such person has the right
 to acquire within 60 days after such date. Percentage ownership is based upon 17,453,983
 shares of common stock outstanding as of January 12, 2024.

 EQUITY COMPENSATION PLAN INFORMATION

 The following table provides information about Company common stock
that may be issued upon the exercise of options and pursuant to other awards under all of the Company's existing equity compensation
plans and arrangements as of September 30, 2023, including the 2019 Plan.

 Number of securities

 remaining available for

 future issuance under

 Number of securities

 Weighted-average

 equity compensation

 to be issued upon exercise

 exercise price of

 plans (excluding

 of outstanding options,

 outstanding options,

 securities reflected in the

 Plan Category

 warrants, and rights

 warrants, and rights

 first column)

 Equity compensation plans approved by security holders

 326,342

 $
 8.19

 262,187

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 326,342

 $
 8.19

 262,187

 In the fiscal years ended September 30,
2023, 2022 and 2021, awards were granted to the Company's non-employee directors under the Company's then-existing equity
compensation plans and arrangements with respect to 36,182, 19,047 and 27,488 shares, respectively.

 2019 Stock-Based Incentive Compensation Plan

 The 2019 Plan was approved by the Company's
shareholders at the Company's Annual Meeting of Shareholders held on April 2, 2019. The 2019 Plan authorizes the grant of
stock appreciation rights, restricted stock, options and other equity-based awards. Options granted under the 2019 Plan may be either
"incentive stock options" as defined in Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the " Code "),
or nonqualified stock options, as determined by the Compensation Committee.

 Subject to an adjustment necessary upon a stock
dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase
or share exchange, extraordinary or unusual cash distribution, or similar corporate transaction or event, the maximum number of shares
of common stock available for awards under the 2019 Plan is 750,000, plus 139,691 shares of common stock that were authorized but unissued
under the Company's 2009 Stock-Based Incentive Compensation Plan as of the effective date of the 2019 Plan (i.e., April 2,
2019), all of which may be issued pursuant to awards of incentive stock options. As of September 30, 2023, there were 262,187 shares of common
stock available for awards under the 2019 Plan.

 If any award is forfeited, terminates or otherwise
is settled for any reason without an actual distribution of shares to the participant, the related shares of common stock subject to
such award will again be available for future grant. Any shares tendered by a participant in payment of the exercise price of an option
or the tax liability with respect to an award (including, in any case, shares withheld from any such award) will not be available for
future grant under the 2019 Plan. If there is any change in the Company's corporate capitalization, the Compensation Committee
must proportionately and equitably adjust the number and kind of shares of common stock which may be issued in connection with future
awards, the number and kind of shares of common stock covered by awards then outstanding under the 2019 Plan, the aggregate number and
kind of shares of common stock available under the 2019 Plan, any applicable individual limits on the number of shares of common stock
available for awards under the 2019 Plan, the exercise or grant price of any award, or if deemed appropriate, make provision for a cash
payment with respect to any outstanding award. In addition, the Compensation Committee may make adjustments in the terms and conditions
of any awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary,
or in response to changes in applicable laws, regulations, or accounting principles.

 The 2019 Plan will terminate on April 2,
2029, unless earlier terminated by the Board. Termination will not affect awards outstanding at the time of termination. The Board may
amend, alter, suspend, discontinue, or terminate the 2019 Plan without shareholder approval, provided that shareholder approval is required
for any amendment which (i) would increase the number of shares subject to the 2019 Plan; (ii) would decrease the price at
which awards may be granted; or (iii) would require shareholder approval by law, regulation, or the rules of any stock exchange
or automated quotation system.

 Item 13. Certain relationships and related transactions and director
independence.

 RELATED PARTY TRANSACTIONS

 The written charter of the Audit Committee provides
that it is the responsibility of the Audit Committee to review and approve any transaction between the Company and its officers, directors,
and 5% shareholders.

 During the fiscal years ended September 30,
2023 and September 30, 2022, there was not, nor is there any currently proposed transaction or series of similar transactions to
which the Company was or is to be a party in which the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average
of our total assets at year-end for the last two completed fiscal years and in which any executive officer, director, director nominee
or holder of more than 5% of any class of voting securities of the Company and members of that person's immediate family had, has
or will have a direct or indirect material interest, other than as set forth in "Executive Compensation" and "Director
Compensation Table" sections above.

 DIRECTOR INDEPENDENCE

 The Board has affirmatively determined, in
its business judgment, that the following directors are independent directors within the meaning of the applicable Nasdaq listing
standards: Glen R. Bressner, Winston J. Churchill (for the period during which he served as a member of the Board during fiscal year
2023), Roger A. Carolin, Stephen L. Belland, and Parizad Olver (Parchi). All members of our Audit Committee, Nominating and
Corporate Governance Committee, and Compensation Committee are currently independent (as currently set forth in Rule 5605 of
the Nasdaq listing rules). On January 28, 2024, the Board of Directors determined that Ms. Olver did not meet the heightened
independence requirements for service on the Audit Committee as required by the rules and regulations of the SEC and, as a result,
the listing standards of Nasdaq applicable to audit committee members due to the payment in November 2023 of $72,990 to a company in
which Ms. Olver is the managing partner and has an ownership interest for services provided in connection with the sale of the Company's
2008 Super King Air B200GT SN BY-50. Upon making this determination, the Board of
Directors removed Ms. Olver from the Audit Committee and appointed Mr. Belland to take her place. In determining the independence of
our directors, our Board considered all transactions in which we and any director had any interest, including the aforementioned fee
for consulting services paid to a company in which Ms. Parchi is the managing partner and has an ownership interest.

 Item 14. Principal accounting fees and services.

 Principal Accountant Fees and Services

 Services provided by Grant Thornton for the fiscal
years ended September 30, 2023 and 2022 have included audits of the annual consolidated financial statements of the Company, audits
of the effectiveness of internal controls over financial reporting as required by the Sarbanes-Oxley Act of 2002, as amended (" Sarbanes-Oxley "),
and other services related to filings made with the SEC. The aggregate fees billed by Grant Thornton in connection with services rendered
during the fiscal years ended September 30, 2023 and 2023, respectively, were:

 Grant Thornton

 Grant Thornton

 FY 2023

 FY 2022

 Audit Fees

 $
 636,908

 $
 394,275

 Audit Related Fees

 115,500

 15,750

 Tax Fees

 -

 -

 Total

 $
 752,408

 $
 410,025

 Audit Fees

 Audit fees for fiscal years 2023 and 2022 were
for professional services rendered for the audit of the Company's annual consolidated financial statements, auditing the effectiveness
of the Company's internal controls over financial reporting, review of the interim consolidated financial statements included in
quarterly reports, and services that are normally provided by Grant Thornton in connection with statutory and regulatory filings or engagements.

 Audit Related Fees

 Audit-related fees were
paid to Grant Thornton during fiscal year 2023 for services related to the audit of the required historical financial statements of certain
assets acquired from Honeywell International, Inc. during fiscal year 2023. Audit-related fees were paid to Grant Thornton during fiscal
year 2022 for services provided in the filing of the Company's Registration Statement on Form S-3.

 Tax-Related Fees

 No tax-related fees were paid to Grant Thornton during fiscal years
2023 or 2022.

 All Other Fees

 No other fees were incurred in connection with services provided by
Grant Thornton during fiscal years 2023 or 2022.

 Pre-Approved Policies and Procedures

 The Audit Committee's policy is to pre-approve
the engagement of accountants to render all audit and tax-related services for the Company and any changes to the terms of the engagement.
The Audit Committee pre-approves all proposed non-audit related services to be provided by the Company's independent registered
public accounting firm. The Audit Committee reviews the terms of the engagement and a description of the services along with a fee proposal
for the engagement. If agreed to by the Audit Committee, the Audit Committee formally accepts the engagement letter and fee proposal.
Any proposal by the Company's independent registered public accounting firm for non-audit services must be specific as to the particular
services to be provided. Management and the independent registered public accounting firm must each confirm to the Compensation Committee
that each proposed non-audit and non-audit related service is permissible under all applicable legal requirements. Requests can be submitted
to the Audit Committee and approved in one of the following ways: by a request for approval of services at a meeting of the Audit Committee,
or through a written request to the Audit Committee, which may be approved by a written consent by the Audit Committee or by a designated
member of the Audit Committee. The Audit Committee approved all 2023 and 2022 fees paid to Grant Thornton.

 Pursuant to the adoption of the Audit Committee
Charter (as revised), the Board has adopted a policy which prohibits the Company from entering into non-audit related consulting agreements
for financial information systems design and implementation, for certain other services considered to have an impact on independence,
and for all other services prohibited by Sarbanes-Oxley and SEC regulations. The policy also contains procedures requiring Audit Committee
pre-approval of all audit and permitted non-audit services provided by the Company's independent registered public accounting firm.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)

 The following documents are filed as part of the Form 10-K:

 1.

 Financial Statements

 See index to Financial Statements at Item 8 of the Form
10-K.

 2.

 Financial Statement Schedules

 Schedules have been omitted because they are not applicable
or are not required or the information required to be set forth therein is included in the financial statements or notes thereto.

 (b)

 The following exhibits are filed as part of, or incorporated by reference into the Form 10-K:

 Exhibit

 Exhibit Title

 2.1

 Asset Purchase and License Agreement, dated June 30, 2023, by and between IS&S and Honeywell
 International Inc. (1)*

 3.1

 Articles of Incorporation of IS&S. (2)

 3.2

 Articles of Amendment, filed April 17, 2023, to the Articles of Incorporation of IS&S (3)

 3.3

 Amended and Restated Bylaws of IS&S (4)

 4.1

 Description of Capital Stock(12)

 4.2

 Rights Agreement, dated September 12, 2022, between IS&S and Broadridge Corporate Issuer Solutions,
 Inc. (5)

 4.3

 Amendment to Rights Agreement, dated September 1, 2023, between IS&S and Broadridge Corporate
 Issuer Solutions, Inc. (6)

 10.1

 Employment Agreement, dated February 14, 2012, between IS&S and Shahram Askarpour (7)**

 10.2

 IS&S 2019 Stock-Based Incentive Compensation Plan (8)**

 10.3

 Offer Letter from IS&S to Relland Winand, dated November 8, 2023 (9)**

 10.4

 Amendment to Loan Documents, dated June 28, 2023, by and among Innovative Solutions and Support,
 Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (1)*

 10.5

 Term Note, executed June 28, 2023, by Innovative Solutions and Support, Inc. and Innovative Solutions
 and Support, LLC (1)*

 10.6

 Revolving Line of Credit Note, executed May 11, 2023, by Innovative Solutions and Support, Inc.
 and Innovative Solutions and Support, LLC (1)*

 10.7

 Amendment to Loan Documents, dated December 19, 2023, by and among Innovative Solutions and Support,
 Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (10)*

 10.8

 Amended and Restated Revolving Line of Credit, dated December 19, 2023, executed by Innovative
 Solutions and Support, Inc. and Innovative Solutions and Support, LLC (10)*

 10.9

 Amended and Restated Line of Credit and Investment Sweep Rider, dated December 19, 2023, by and
 among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association (10)*

 10.10

 Sales Agreement, dated September 22, 2023, by and between Innovative Solutions and Support, Inc.
 and Stifel, Nicolaus & Company, Incorporated (11)

 Subsidiaries of IS&S.(12)

 23.1

 Consent of Grant Thornton LLP(12)

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). (12)

 31.2

 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). (12)

 31.3

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)

 31.4

 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (filed herewith)

 32.1

 Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002.(12)

 Clawback Policy(12)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 document contained in Exhibit 101(12)

 *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 SEC upon request.

 **Denotes compensatory plan or arrangement.

 (1)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on July 7, 2023.

 (2)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on September 19, 2007.

 (3)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on April 18, 2023

 (4)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on May 1, 2018.

 (5)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on September 12, 2022.

 (6)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on September 1, 2023

 (7)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on April 2, 2012.

 (8)

 Incorporated by reference from the Registrant's Proxy Statement filed with the SEC on January 28, 2019.

 (9)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on November 14, 2023.

 (10)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on December 22, 2023.

 (11)

 Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the SEC on September 22, 2023.

 (12)

 Incorporated by reference from the Form 10-K filed with the SEC on January 12, 2024, which is being amended hereby.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) 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.

 By:

 /s/ Shahram Askarpour

 Shahram
 Askarpour

 Director &
 Chief Executive Officer

 Dated: January 29, 2024