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Aspen Aerogels Inc. – ‘8-K’ for 11/29/22

On:  Wednesday, 11/30/22, at 5:27pm ET   ·   For:  11/29/22   ·   Accession #:  1193125-22-295525   ·   File #:  1-36481

Previous ‘8-K’:  ‘8-K’ on 11/29/22 for 11/28/22   ·   Next:  ‘8-K’ on 1/5/23 for 1/1/23   ·   Latest:  ‘8-K’ on 3/7/24 for 3/5/24   ·   1 Reference:  By:  Aspen Aerogels Inc. – ‘POSASR’ on 3/16/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/30/22  Aspen Aerogels Inc.               8-K:1,8,9  11/29/22   12:469K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    237K 
 3: EX-5.1      Opinion of Counsel re: Legality                     HTML     13K 
 7: R1          Document and Entity Information                     HTML     47K 
10: XML         IDEA XML File -- Filing Summary                      XML     13K 
 8: XML         XBRL Instance -- d433755d8k_htm                      XML     14K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.LAB  XBRL Labels -- aspn-20221129_lab                     XML     55K 
 6: EX-101.PRE  XBRL Presentations -- aspn-20221129_pre              XML     35K 
 4: EX-101.SCH  XBRL Schema -- aspn-20221129                         XSD     12K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
12: ZIP         XBRL Zipped Folder -- 0001193125-22-295525-xbrl      Zip     82K 


‘8-K’   —   Current Report


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 iX: 
  8-K  
 i ASPEN AEROGELS INC  i false  i 0001145986 0001145986 2022-11-29 2022-11-29

 

 

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 November 29, 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 1.01

Entry Into a Material Definitive Agreement

On November 29, 2022, Aspen Aerogels, Inc. (the “Company”) entered into an underwriting agreement (the Underwriting Agreement) with Cowen and Company, LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule A therein (the “Underwriters”), relating to the underwritten public offering of 25,263,158 shares of the Company’s common stock, par value $0.00001 per share (the “Offering”). The price to the public in the Offering was $9.50 per share. The Offering is anticipated to close on or about December 2, 2022, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 3,789,473 additional shares of common stock to cover over-allotments, if any. The gross proceeds to the Company from the Offering are expected to be approximately $240 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, but excluding any exercise of the Underwriters’ option to purchase additional shares of common stock.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The Offering was made pursuant to the Company’s effective registration statement on Form S-3ASR (Registration Statement No. 333-263622) previously filed with the Securities and Exchange Commission (the “SEC”) and a related prospectus supplement and accompanying prospectus. The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

 

Item 8.01

Other Events

On November 30, 2022, the Company issued a press release announcing that it had priced the Offering.

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations with respect to the Offering, including its ability to complete the Offering and its expected and intended use of proceeds from the Offering. These and any other forward-looking statements in this report are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Offering, as well as risks and uncertainties detailed in the Company’s periodic filings with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, the final prospectus supplement related to the Offering and from time to time the Company’s other investor communications. The Company is providing the information in this report as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise, except to the extent required by law.

 

2


ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

   Description
  1.1    Underwriting Agreement, dated November 29, 2022, by and among Aspen Aerogels, Inc. and Cowen and Company, LLC and Barclays Capital Inc., as representatives of the several underwriters named therein.
  5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. pursuant to the Underwriting Agreement.
23.1    Consent of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3


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.

 

Date: November 30, 2022

    Aspen Aerogels, Inc.
    By:  

/s/ Ricardo C. Rodriguez

    Name:   Ricardo C. Rodriguez
    Title:  

Senior Vice President, Chief Financial Officer and

Treasurer

 

4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/2/22
Filed on:11/30/22424B5
For Period end:11/29/22424B5,  8-K
9/30/2210-Q
12/31/2110-K,  5
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/16/23  Aspen Aerogels Inc.               POSASR      3/16/23    4:815K                                   Donnelley … Solutions/FA
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