UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i March 28, 2022

 

Aspen Aerogels, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

i Delaware		i 001-36481		i 04-3559972
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 30 Forbes Road,  i Building B,  i Northborough,  i MA		i 01532
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:  i (508)  i 691-1111

Not Applicable

(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:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	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:

 

Title of each class		Trading Symbol		Name of exchange on which registered
i Common Stock		i ASPN		i 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  i ☐

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 8.01

Other Events.

As previously announced, on February 15, 2022, Aspen Aerogels, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Wood River Capital, LLC, an entity affiliated with Koch Strategic Platforms, LLC (“Koch”). On March 25, 2022, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired with respect to the reportable transactions contemplated by the Securities Purchase Agreement. As a result of the expiration of the HSR waiting period and satisfaction of the other closing conditions described in the Securities Purchase Agreement, on March 28, 2022, the Company issued and sold to Koch 1,791,986 shares of the Company’s common stock, par value $0.00001 per share, at a price of $27.902 per share, for an aggregate purchase price of approximately $50.0 million, pursuant to the terms of the Securities Purchase Agreement.

As of March 28, 2022, the Company had 35,824,479 shares of common stock issued and outstanding.

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.

 

				Aspen Aerogels, Inc.
Date: March 28, 2022				By:		/s/ John F. Fairbanks
				Name:		John F. Fairbanks
				Title:		Vice President, Chief Financial Officer and Treasurer