The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Code of Business Conduct and Ethics” in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders.
The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Executive Officer and Director Compensation” in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders.
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Equity Compensation Plan Information” in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders.
The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance” in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders.
The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Independent Public Accountants” in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders.
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PART IV
| Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
Item 15(a). The following documents are filed as part of this Annual Report on Form 10-K:
Item 15(a)(1) The following consolidated financial statements of the Company are included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013, and 2012
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
Notes to Consolidated Financial Statements
Item 15(a)(2) The following financial statements schedule is included in Part II, Item 8:
Schedule II – Valuation and Qualifying Accounts
All other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
Item 15(a)(3) Exhibits
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Exhibit |
Exhibit Description |
Filed |
Incorporated by |
Filing Date |
SEC File/Reg. Number |
|||||||
| 3.1 |
Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 18, 2014. | Form 8-K (Exhibit 3.2) |
6/19/14 | 001-36481 | ||||||||
| 3.2 |
Restated Bylaws of Aspen Aerogels, Inc. | Form 8-K (Exhibit 3.3) |
6/19/14 | 001-36481 | ||||||||
| 4.1 |
Form of common stock certificate. | Amendment No. 1 to Form S-1 (Exhibit 4.1) |
5/14/14 | 333-195523 | ||||||||
| 4.2 |
Form of warrant to purchase common stock issued by the Registrant in connection with 2004 and 2005 financing arrangements, as amended and restated. | Form S-1 (Exhibit 4.2) |
4/28/14 | 333-195523 | ||||||||
| 4.3 |
Form of warrant to purchase common stock issued by the Registrant in connection with the 2005 equity financing, as amended and restated. | Form S-1 (Exhibit 4.3) |
4/28/14 | 333-195523 | ||||||||
| 4.4 |
Form of warrant to purchase common stock issued by the Registrant in connection with the 2008 reorganization. | Form S-1 (Exhibit 4.4) |
4/28/14 | 333-195523 | ||||||||
| 4.5 |
Form of warrant to purchase common stock issued by the Registrant in connection with the 2008 financing. | Form S-1 (Exhibit 4.5) |
4/28/14 | 333-195523 | ||||||||
| 4.6 |
Form of warrant to purchase common stock issued by the Registrant in connection with the 2010 subordinated note and warrant financing. | Form S-1 (Exhibit 4.6) |
4/28/14 | 333-195523 | ||||||||
112
| Exhibit |
Exhibit Description |
Filed |
Incorporated by |
Filing Date |
SEC File/Reg. Number | |||||
| 4.7 |
Sixth amended and restated registration rights agreement, dated as of June 11, 2012, by and among the Registrant and the investors named therein, as amended. | Form S-1 (Exhibit 4.8) |
4/28/14 | 333-195523 | ||||||
| 9.1 |
Letter agreement, dated as of June 11, 2014, by and between the Registrant and the Fidelity Funds. | Amendment No. 5 to Form S-1 (Exhibit 9.1) |
6/12/14 | 333-195523 | ||||||
| 10.1 |
2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.1) |
4/28/14 | 333-195523 | ||||||
| 10.2 |
Form of incentive stock option agreement granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.2) |
4/28/14 | 333-195523 | ||||||
| 10.3 |
Form of 2013 incentive stock option agreement for options issued in exchange for the forfeiture of options granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.3) |
4/28/14 | 333-195523 | ||||||
| 10.4 |
Form of 2013 performance-based incentive stock option agreement granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.4) |
4/28/14 | 333-195523 | ||||||
| 10.5 |
Form of non-qualified stock option agreement granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.5) |
4/28/14 | 333-195523 | ||||||
| 10.6 |
Form of 2013 non-qualified stock option agreement for options issued in exchange for the forfeiture of options granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.6) |
4/28/14 | 333-195523 | ||||||
| 10.7 |
Form of 2013 performance-based non-qualified stock option agreement granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.7) |
4/28/14 | 333-195523 | ||||||
| 10.8 |
Form of 2013 independent director stock option agreement for options issued in exchange for the forfeiture of options granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.8) |
4/28/14 | 333-195523 | ||||||
| 10.9 |
Form of 2013 performance-based independent director stock option agreement granted under 2001 equity incentive plan, as amended.+ | Form S-1 (Exhibit 10.1.9) |
4/28/14 | 333-195523 | ||||||
| 10.10 |
2014 employee, director and consultant equity incentive plan.+ | Form S-8 (Exhibit 99.10) |
8/13/14 | 333-198124 | ||||||
| 10.11 |
Form of stock option agreement granted under 2014 employee, director and consultant equity incentive plan.+ | Amendment No. 1 to Form S-1 (Exhibit 10.2.2) |
5/14/14 | 333-195523 | ||||||
| 10.12 |
Form of restricted stock unit agreement for executive officers under 2014 employee, director and consultant equity incentive plan.+ | Form 10-Q (Exhibit 10.3) |
11/7/14 | 001-36481 | ||||||
| 10.13 |
Form of restricted stock agreement for directors under 2014 employee, director and consultant equity incentive plan.+ | Amendment No. 1 to Form S-1 (Exhibit 10.2.3) |
5/14/14 | 333-195523 |
113
| Exhibit |
Exhibit Description |
Filed |
Incorporated by |
Filing Date |
SEC File/Reg. Number | |||||
| 10.14 |
Multi-tenant industrial net lease, dated August 20, 2001, by and between the Registrant and Cabot II — MA1M03, LLC (as successor landlord to TMT290 Industrial Park, Inc.), as amended. | Form S-1 (Exhibit 10.3) |
4/28/14 | 333-195523 | ||||||
| 10.15 |
Amended and Restated Loan and Security Agreement, dated September 3, 2014 and effective as of August 31, 2014, by and between the Company and Silicon Valley Bank. | Form 8-K (Exhibit 10.1) |
9/9/14 | 001-36481 | ||||||
| 10.16 |
Executive agreement, dated as of August 5, 2011, by and between the Registrant and Donald R. Young, as amended by the First Amendment thereto, dated as of October 23, 2012.+ | Form S-1 (Exhibit 10.10) |
4/28/14 | 333-195523 | ||||||
| 10.17 |
Executive agreement, dated as of August 5, 2011, by and between the Registrant and John F. Fairbanks, as amended by the First Amendment thereto, dated as of November 6, 2012.+ | Form S-1 (Exhibit 10.11) |
4/28/14 | 333-195523 | ||||||
| 10.18 |
Executive agreement, dated as of August 5, 2011, by and between the Registrant and George L. Gould, Ph.D.+ | Form S-1 (Exhibit 10.12) |
4/28/14 | 333-195523 | ||||||
| 10.19 |
Executive agreement, dated as of August 5, 2011, by and between the Registrant and Kevin A. Schmidt.+ | Form S-1 (Exhibit 10.13) |
4/28/14 | 333-195523 | ||||||
| 10.20 |
Executive agreement, dated as of January 30, 2012, by and between the Registrant and Corby C. Whitaker.+ | Form S-1 (Exhibit 10.14) |
4/28/14 | 333-195523 | ||||||
| 10.21 |
Bonus plan.+ | Amendment No. 2 to Form S-1 (Exhibit 10.15) |
5/22/14 | 333-195523 | ||||||
| 10.22 |
2014 participation letters of executive officers under bonus plan.+ | Amendment No. 3 to Form S-1 (Exhibit 10.15.1) |
6/2/14 | 333-195523 | ||||||
| 10.23 |
Non-employee director compensation policy.+ | Amendment No. 1 to Form S-1 (Exhibit 10.16) |
5/14/14 | 333-195523 | ||||||
| 10.24 |
Cross license agreement dated as of April 1, 2006 by and between Cabot Corporation and the Registrant, as amended.* | Form S-1 (Exhibit 10.15) |
4/28/14 | 333-195523 | ||||||
| 10.25 |
Form of indemnification agreement with directors and certain officers.+ | Amendment No. 1 to Form S-1 (Exhibit 10.18) |
5/14/14 | 333-195523 | ||||||
| 21.1 |
Subsidiaries of the Registrant. | Form S-1 (Exhibit 21.1) |
4/28/14 | 333-195523 | ||||||
| 23.1 |
Consent of KPMG LLP. | X | ||||||||
| 31.1 |
Certification of principal executive officer under Section 302(a) of the Sarbanes-Oxley Act of 2002. | X |
114
| Exhibit |
Exhibit Description |
Filed |
Incorporated by |
Filing Date |
SEC File/Reg. Number | |||||
| 31.2 | Certification of principal financial officer under Section 302(a) of the Sarbanes-Oxley Act of 2002. |
X | ||||||||
| 32 | Certifications of the principal executive officer the Sarbanes-Oxley Act of 2002. |
X | ||||||||
| 101 | The following materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, formatted in XBRL 2014
and 2013, (ii) Consolidated Statements of Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013, and and (v)
Notes to Consolidated Financial |
X |
| + | Management contract or compensatory plan or arrangement. |
| * | Confidential treatment has been granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended. |
115
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ASPEN AEROGELS, INC. | ||||
| Date: March 13, 2015 | By: | /s/ Donald R. Young | ||
|
| ||||
| Donald R. Young | ||||
| President and Chief Executive Officer | ||||
| (principal executive officer) | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Donald R. Young Donald R. Young |
President, Chief Executive Officer and Director (principal executive officer) |
March 13, 2015 | ||
| /s/ John F. Fairbanks John F. Fairbanks |
Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) |
March 13, 2015 | ||
| /s/ Mark L. Noetzel Mark L. Noetzel |
Chairman of the Board | March 13, 2015 | ||
| /s/ P. Ramsay Battin P. Ramsay Battin |
Director | March 13, 2015 | ||
| /s/ Robert M. Gervis Robert M. Gervis |
Director | March 13, 2015 | ||
| /s/ Craig A. Huff Craig A. Huff |
Director | March 13, 2015 | ||
| /s/ Steven R. Mitchell Steven R. Mitchell |
Director | March 13, 2015 | ||
| /s/ William P. Noglows William P. Noglows |
Director | March 13, 2015 | ||
| /s/ Richard F. Reilly Richard F. Reilly |
Director | March 13, 2015 | ||
116