Item 1.01 Entry into a Material Definitive Agreement.

Inducement Agreement & Memorandum of Understanding

On February 17, 2022, Aspen Aerogels Georgia, LLC (a wholly owned subsidiary of Aspen Aerogels, Inc.) (collectively and individually the "Company") entered into an Inducement Agreement with the Development Authority of Bulloch County (the "Development Authority"), the City of Statesboro, and Bulloch County, Georgia (collectively, the "Local Governmental Entities"). Separately, and concurrently, the Company entered into a Memorandum of Understanding (the "MOU") with the Georgia Department of Economic Development (the "GDEcD"). Pursuant to both the Inducement Agreement and the MOU, the Local Governmental Entities and the GDEcD will provide various incentives to induce the Company to invest $325,000,000 in constructing and equipping a facility to produce aerogel-based products in Bulloch County, Georgia and to create 250 full-time jobs (the "Project").

In addition to the statutory incentives for economic development provided by the State of Georgia, incentives afforded by the Local Governmental Entities to the Company include, but are not limited to, property tax reductions and utility and site infrastructural improvements for the Project, and application for, and use of proceeds of, a certain grant by the Local Governmental Entities. Additionally, the Development Authority, with assistance from the GDEcD, will also apply for a grant, the proceeds of which shall be used by the Company for certain equipment in connection with the Project. The Development Authority will also lease to the Company the 90-acre property on which the Project is located (the "Project Site") for a term of 5 years, with an option to renew for an additional 5 years, in consideration for the payment of nominal rent, and grant to the Company an option to purchase the Project Site upon the expiration or sooner termination of the lease for a purchase price of $10.00.

PILOT Agreement and Performance and Accountability Agreement

Contemporaneously and in connection with the execution of the Inducement Agreement, (i) the Company and the Local Governmental Entities entered into a PILOT Agreement, which sets forth the rights and obligations of the Company with respect to the incentives received pursuant to the Inducement Agreement and (ii) the Company, the Development Authority and the GDEcD entered into a Performance and Accountability Agreement which provides for a grant of $1,000,000 to be made to the Development Authority to be used to assist the Company in implementing the Project.

Pursuant to the PILOT Agreement and the Performance and Accountability Agreement, in the event that the Company fails to meet at least 80% of the investment and job creation goals, as determined in the manner provided in the respective agreements, within 36 months following the earlier to occur of (i) the completion and issuance of the certificate of occupancy with respect to the Project or (ii) December 31, 2024 (the "Commencement Date"), the Company may be required to repay portions of the property tax savings, the grant to the Development Authority and other incentives. The PILOT Agreement also requires that the Company maintain its achievement of at least 80% of the investment and job creation goals for a period of 60 months from the Commencement Date, as determined in the manner provided in the PILOT Agreement.

The foregoing descriptions of the Inducement Agreement, the Memorandum of Understanding, the PILOT Agreement and the Performance and Accountability Agreement (together, the "Agreements") are qualified in their entirety by reference to the full text of the Agreements, copies of which will be attached as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022.

Item 8.01 Other Events.

On February 17, 2022, the Company issued a press release regarding the planned manufacturing facility in Georgia. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit
Number    Description
99.1        Press Release issued by Aspen Aerogels, Inc. on February 17, 2022.

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

The press release may contain hypertext links to information on our website. The information on our website is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K. --------------------------------------------------------------------------------

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