ASPN Aspen Aerogels Inc

 

As filed with the Securities and Exchange Commission on May 8, 2025

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

 Under

THE SECURITIES ACT OF 1933

 

 

ASPEN AEROGELS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	04-3559972
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

30 Forbes Road, Building B

Northborough, Massachusetts 01532

(Address of Principal Executive Offices) (Zip Code)

 

Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan

(Full title of the plan)

 

Donald R. Young

President and Chief Executive Officer

Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, Massachusetts 01532

(508) 691-1111 

(Name, address and telephone number, including area code, of agent for service)

 

Copies to:

Jurgita Ashley

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

 

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 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

EXPLANATORY NOTE

 

Aspen Aerogels, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register the offering of an additional 3,850,000 shares of common stock, par value $0.00001 per share (“Common Stock”), of the Registrant, which are issuable under the Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan (the “Plan”) as a result of an increase to the reserve under the Plan, as approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders held on April 30, 2025.

 

The additional shares of Common Stock issuable pursuant to the Plan are securities of the same class as other securities for which a Registration Statement on Form S-8 was filed with the Commission on June 1, 2023 (File No. 333-272346) (the “Prior Registration Statement”). Accordingly, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, except to the extent supplemented, amended or superseded by the information set forth below.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have previously been filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

 

·

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 27, 2025 (including the information incorporated by reference therein from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 17, 2025);

 

·

the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 8, 2025;

 

·

the Registrant’s Current Reports on Form 8-K filed with the Commission on February 12, 2025, March 6, 2025, March 7, 2025, May 1, 2025 and May 8, 2025 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and

 

·

the description of the Registrant’s common stock set forth in Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, together with any amendment or report filed with the Commission for the purpose of updating such description.

 

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 19, 2014).
4.2		Certificate of Amendment to the Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).
4.3		Amended and Restated Bylaws (effective November 8, 2023) (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on March 7, 2024).
5.1		Opinion of Thompson Hine LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Thompson Hine LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page to this Registration Statement).
99.1		Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 1, 2025).
99.2		Form of Stock Option Agreement under Aspen Aerogels 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2023).
99.3		Form of Restricted Stock Unit Agreement for Executive Officers under Aspen Aerogels 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2023).
99.4		Form of Restricted Stock Agreement for Directors under Aspen Aerogels 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2023).
99.5		Form of Director Stock Option Agreement under Aspen Aerogels 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2023).
107		Filing Fee Table.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Northborough, state of Massachusetts on May 8, 2025.

 

	ASPEN AEROGELS, INC.
	By	/s/ Donald R. Young
		Donald R. Young
		President and Chief Executive Officer

 

Each person whose signature appears below constitutes and appoints Donald R. Young, Ricardo C. Rodriguez and Virginia H. Johnson, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Aspen Aerogels, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Donald R. Young		President, Chief Executive Officer and Director		May 8, 2025
Donald R. Young		(Principal Executive Officer)
/s/ Ricardo C. Rodriguez		Chief Financial Officer and Treasurer		May 8, 2025
Ricardo C. Rodriguez		(Principal Financial Officer)
/s/ Santhosh P. Daniel		Chief Accounting Officer		May 8, 2025
Santhosh P. Daniel		(Principal Accounting Officer)
/s/ William P. Noglows		Chairperson of the Board		May 8, 2025
William P. Noglows
/s/ Steven R. Mitchell		Director		May 8, 2025
Steven R. Mitchell
/s/ James E. Sweetnam		Director		May 8, 2025
James E. Sweetnam
/s/ Kathleen M. Kool		Director		May 8, 2025
Kathleen M. Kool
/s/ Cari Robinson		Director		May 8, 2025
Cari Robinson

 

 

Exhibit 5.1

 

 

May 8, 2025

 

Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, MA 01532

 

Re:

Registration Statement on Form S-8 – Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan

 

Ladies and Gentlemen:

 

Aspen Aerogels, Inc., a Delaware corporation (the “Company”), is filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 3,850,000 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), issuable pursuant to the Aspen Aerogels Amended and Restated 2023 Equity Incentive Plan (the “Plan”), as well as the authorized forms of stock option, restricted stock unit, restricted stock, and other applicable award agreements under the Plan (collectively, the “Award Agreements”).

 

Item 601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-8 registration statement if the securities are original issue shares. This opinion is provided in satisfaction of that requirement as it relates to the Registration Statement.

 

In rendering this opinion, we have examined copies of (a) the Company’s Restated Certificate of Incorporation (as amended) and Amended and Restated Bylaws, each in the form filed as exhibits with the Commission, (b) the Plan, in the form filed as an exhibit with the Commission, and (c) such other records and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to the originals or certified copies of all documents submitted to us as copies thereof.

 

As a result of the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that, under the laws of the State of Delaware, when issued pursuant to and in accordance with the Plan and the applicable Award Agreements, the shares of Common Stock that are the subject of the Registration Statement will be validly issued, fully paid, and non-assessable.

 

In rendering this opinion, we have assumed that the resolutions authorizing the Company to issue the shares of Common Stock pursuant to the Plan and the applicable Award Agreements will be in full force and effect at all times at which the shares of Common Stock are issued by the Company and that the Company will take no action inconsistent with such resolutions. We have further assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors in accordance with applicable law.

 

Our opinion expressed above is limited to the General Corporation Laws of the State of Delaware, as currently in effect, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

 

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

 

/s/ Thompson Hine LLP

 

Thompson Hine LLP 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated February 27, 2025, with respect to the consolidated financial statements of Aspen Aerogels, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

 

/s/ KPMG LLP

Boston, Massachusetts

May 8, 2025

 

 

v3.25.1

Submission	May 02, 2025
Submission [Line Items]
Central Index Key	0001145986
Registrant Name	ASPEN AEROGELS INC
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.1

Offerings - Offering: 1	May 02, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.00001 per share
Amount Registered | shares	3,850,000
Proposed Maximum Offering Price per Unit	5.50
Maximum Aggregate Offering Price	$ 21,175,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 3,241.89
Offering Note	Note 1 - Amount Registered: Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (the "Registration Statement") also covers (i) such additional number of shares of common stock, par value $0.00001 per share, of Aspen Aerogels, Inc. ("Common Stock") issuable upon stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events or (ii) such reduced number of shares of Common Stock in respect of any reverse stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of Common Stock being registered pursuant to this Registration Statement. Note 2 - Amount Registered: Represents additional shares of Common Stock that were reserved for future issuance under the Aspen Aerogels, Inc. Amended and Restated 2023 Equity Incentive Plan. Note 3 - Proposed Maximum Offering Price Per Unit: Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for purposes of calculating the registration fee and based on the average of the high and low sales price per share of Common Stock as reported on The New York Stock Exchange on May 1, 2025, which date is within five business days prior to filing this Registration Statement.

v3.25.1

Fees Summary	May 02, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 21,175,000.00
Total Fee Amount	3,241.89
Total Offset Amount	0.00
Net Fee	$ 3,241.89

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