S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on February 28, 2022

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

(508) 691-1111

(Address, including zip code, of principal executive offices)

ASPEN AEROGELS, INC. 2014 EMPLOYEE, DIRECTOR AND CONSULTANT 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:

Sahir Surmeli

John T. Rudy

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

Facsimile: (617) 542-2241

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.

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

This Registration Statement registers an aggregate of 664,362 additional shares of the Registrant’s common stock reserved under the Aspen Aerogels, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Plan”), representing an increase of 664,362 shares reserved under the 2014 Plan effective January 1, 2022 by operation of the 2014 Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-198124). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-198124) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/ Reg. Number

4.1	Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 18, 2014.		8-K (Exhibit 3.2)	6/19/2014	001-36481

4.2	Restated Bylaws of the Registrant.		8-K (Exhibit 3.3)	6/19/2014	001-36481

4.3	Form of common stock certificate.		S-1/A (Exhibit 4.1)	5/14/2014	333-195523

4.4	2014 employee, director and consultant equity incentive plan.		S-8 (Exhibit 99.10)	8/13/2014	333-198124

4.5	Form of stock option agreement under 2014 employee, director and consultant equity incentive plan.		S-1/A (Exhibit 10.2.2)	5/14/2014	333-195523

4.6	Form of restricted stock unit agreement for executive officers under 2014 employee, director and consultant equity incentive plan.		10-Q (Exhibit 10.3)	11/7/2014	001-36481

4.7	Form of restricted stock agreement for directors under 2014 employee, director and consultant equity incentive plan.		S-1/A (Exhibit 10.2.3)	5/14/2014	333-195523

5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.	X

23.1	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).	X

23.2	Consent of KPMG LLP.	X

24.1	Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).	X

107	Calculation of Filing Fee Table.	X

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Northborough, Massachusetts on February 28, 2022.


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, John F. Fairbanks and Poongunran Muthukumaran, 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 Donald R. Young	President, Chief Executive Officer and Director (principal executive officer)	February 28, 2022

/s/ John F. Fairbanks John F. Fairbanks	Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	February 28, 2022

/s/ William P. Noglows William P. Noglows	Chairman of the Board	February 28, 2022

/s/ Rebecca B. Blalock Rebecca B. Blalock	Director	February 28, 2022

/s/ Robert M. Gervis Robert M. Gervis	Director	February 28, 2022

/s/ Steven R. Mitchell Steven R. Mitchell	Director	February 28, 2022

/s/ Mark L. Noetzel Mark L. Noetzel	Director	February 28, 2022

/s/ Richard F. Reilly Richard F. Reilly	Director	February 28, 2022