UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 15, 2023 |
Aspen Aerogels, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-36481 | 04-3559972 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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30 Forbes Road Building B | |
Northborough, Massachusetts | | 01532 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (508) 691-1111 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock | | ASPN | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 1.02 Termination of a Material Definitive Agreement.
On June 15, 2023, Aspen Aerogels, Inc. (the “Company”), provided notice of its termination, effective June 20, 2023, of that certain Sales Agreement, dated as of March 16, 2022 (the “Sales Agreement”), by and among the Company, Cowen and Company, LLC (“Cowen”), and Piper Sandler & Co. (“Piper”). As previously reported, pursuant to the terms of the Sales Agreement, the Company could offer and sell shares of its common stock, par value $0.00001 per share, having aggregate offering sales proceeds of up to $150,000,000 (the “Shares”), through Cowen and Piper (the “2022 ATM Offering Program”). The Company is not subject to any termination penalties related to the termination of the Sales Agreement.
The Company sold 5,241,400 Shares through the 2022 ATM Offering Program and received net proceeds of $72.7 million since March 16, 2022. Although the official termination of the Sales Agreement will take effect on June 20, 2023, the Company will not make any sales under the Sales Agreement.
On June 15, 2023, the Company issued a press release to announce the termination of the Sales Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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 thereunto duly authorized.
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| | | Aspen Aerogels, Inc. |
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Date: | June 15, 2023 | By: | /s/ Ricardo C. Rodriguez |
| | | Name: Ricardo C. Rodriguez
Title: Chief Financial Officer and Treasurer |
