| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 21, 2024, Aspen Aerogels, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 4,250,000 shares of the Company’s common stock, $0.00001 par value per share, to the Underwriters (the “Offering”). The price to the public in the Offering was $20.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 637,500 additional shares of common stock of the Company. The gross proceeds to the Company from the Offering are expected to be $85 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, and excluding any exercise of the Underwriters’ option to purchase additional shares of common stock.
The Company intends to use the net proceeds of the Offering for working capital, capital expenditures and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification and other obligations of the parties and termination provisions.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-282751), previously filed with the Securities and Exchange Commission (the “Commission”) on October 21, 2024, which became effective upon filing, and a related prospectus and prospectus supplement.
The Company expects to close the Offering on October 23, 2024, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Underwriting 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, and incorporated herein by reference.
On October 21, 2024, the Company issued a press release announcing pricing of 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.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to herein, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated as of October 21, 2024, by and among Aspen Aerogels, Inc. and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC. |
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| 5.1 | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
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| 23.1 | | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) |
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| 99.1 | | Pricing Press Release, dated October 21, 2024 |
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| 104 | | Cover Page Interactive Data File (Formatted as Inline XBRL) |
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