Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2022, Aspen Aerogels, Inc. (the "Company") entered into a Sales
Agreement (the "2022 Sales Agreement") with Cowen and Company, LLC ("Cowen") and
Piper Sandler & Co. ("Piper") with respect to an at-the-market offering program
under which the Company may offer and sell, from time to time at its sole
discretion, shares of its common stock, par value $0.00001 per share (the
"Common Stock"), having an aggregate offering price of up to $150.0 million (the
"Placement Shares") through Cowen and Piper as its sales agents. The issuance
and sale, if any, of the Placement Shares by the Company under the 2022 Sales
Agreement is subject to the effectiveness of the Company's registration
statement on Form S-3ASR (File No. 333-263622), which became effective when
filed with the Securities and Exchange Commission (the "SEC") on March 16, 2022.
The Company makes no assurances as to the continued effectiveness of the
registration statement.
Upon delivery of a placement notice and subject to the terms and conditions of
the 2022 Sales Agreement, Cowen and Piper may sell the Placement Shares by any
method permitted by law deemed to be an "at the market" offering as defined in
Rule 415 of the Securities Act of 1933, as amended, including, without
limitation, sales made through the New York Stock Exchange or on any other
existing trading market for the Common Stock. Cowen and Piper will use
commercially reasonable efforts to sell the Placement Shares from time to time,
based upon instructions from the Company (including any price, time or size
limits or other customary parameters or conditions the Company may impose). The
Company will pay Cowen and Piper a commission equal to an aggregate of three
percent (3.0%) of the gross sales proceeds of any Placement Shares sold through
Cowen and Piper under the 2022 Sales Agreement, and also has provided Cowen and
Piper with customary indemnification and contribution rights.
The Company is not obligated to make any sales of Common Stock under the 2022
Sales Agreement. The offering of Placement Shares pursuant to the 2022 Sales
Agreement will terminate upon the earlier of (i) the sale of all Placement
Shares subject to the 2022 Sales Agreement or (ii) termination of the 2022 Sales
Agreement in accordance with its terms. We may terminate the Sales Agreement at
any time upon five days' notice and Cowen and Piper may each terminate the Sales
Agreement at any time upon five days' prior notice or immediately upon notice
upon the occurrence of certain specified events.
The foregoing description of the 2022 Sales Agreement is qualified in its
entirety by reference to the full text of the 2022 Sales Agreement, which is
attached as Exhibit 10.1 hereto and incorporated by reference herein.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, has
issued a legal opinion relating to the Placement Shares. A copy of such legal
opinion, including the consent included therein, is attached as Exhibit 5.1
hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on November 5, 2020, the Company entered into an At
Market Issuance Sales Agreement (the "2020 Sales Agreement") with B. Riley
Securities, Inc. ("B. Riley") with respect to an at-the-market equity program
under which the Company could offer and sell, from time to time at the Company's
sole discretion, shares of its Common Stock having an aggregate offering price
of up to $33,871,250, through B. Riley as its sales agent.
On March 12, 2022, the Company delivered written notice to B. Riley to terminate
the 2020 Sales Agreement, which became effective on March 16, 2022 at 4:00 p.m.
ET. Prior to the termination, the Company had sold an aggregate of 1,644,338
shares of Common Stock representing gross proceeds of $29,993,287 under the 2020
Sales Agreement.
A copy of the 2020 Sales Agreement was filed as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
dated March 16, 2022.
10.1 Sales Agreement, dated March 16, 2022, by and among the Company,
Cowen and Company, LLC and Piper Sandler & Co.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(contained in Exhibit 5.1 above).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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