UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 19, 2023, Aspen Aerogels, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”) an aggregate of 6,060,607 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share. The Shares will be sold to the Investors at a price per share of $12.375 per share. The net proceeds from the Offering, after deducting estimated offering expenses, are expected to be approximately $74.3 million.
The Company intends to use the proceeds of this Offering for working capital, capital expenditures and general corporate purposes.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, other obligations of the parties and termination provisions. No underwriter or placement agent participated in the Offering.
The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-263622), previously filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2023 and declared effective by the Commission on April 21, 2023, and a related prospectus.
The Company expects to close the Offering on or about December 22, 2023, subject to the satisfaction of customary closing conditions.
The Securities Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Securities Purchase Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., relating to the legality of the issuance and sale of the Shares in the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
| Item 8.01 | Other Events |
On December 20, 2023, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 10.1 | Securities Purchase Agreement, dated as of December 19, 2023, by and among Aspen Aerogels, Inc. and the investors identified on the signature pages thereto. | |
| 23.1 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated December 20, 2023 | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aspen Aerogels, Inc. | ||||||
| Date: December 20, 2023 | By: | /s/ Ricardo C. Rodriguez | ||||
| Name: | Ricardo C. Rodriguez | |||||
| Title: | Chief Financial Officer and Treasurer | |||||