tgen-20250718

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 18, 2025

TECOGEN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-36103						04-3536131
(Commission File Number)						(IRS Employer Identification No.)



76 Treble Cove Road, Building 1
North Billerica, Massachusetts 01862
(Address of Principal Executive Offices and Zip Code)

(781) 466-6400

(Registrant's telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.001 par value per share	TGEN	NYSE American, LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. o

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On July 18, 2025, Tecogen Inc., a Delaware corporation (“Company”), entered into an underwriting agreement (“Underwriting Agreement”) with Roth Capital Partners, LLC, as the sole manager and underwriter (“underwriter”) of an underwritten public offering (“Offering”), pursuant to which the Company agreed to issue and sell 3,500,000 shares (“Firm Shares”) of its common stock, $.001 par value per share (“Common Stock”), at a price to the public of $5.00 per share, less an underwriting discount equal to seven percent (7%) of the gross proceeds of the offering. Pursuant to the Underwriting Agreement, the Company granted the underwriters a 45-day option to purchase up to an additional 485,000 shares of its Common Stock (“Option Shares,” and together with the Firm Shares, “Shares”) at the public offering price, less underwriting discounts and commissions. As of July 18, 2025, the underwriter had not exercised its over-allotment option.

The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (“Securities Act”). The Offering was made pursuant to a Registration Statement on Form S-1 (File No. 333-288668) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on July 15, 2025, as amended, and declared effective by the SEC on July 17, 2025 and a Registration Statement on Form S-1 (File No. 333-288740) filed pursuant to Rule 462(b) under the Securities Act which was filed with the SEC and became effective on July 17, 2025. A final prospectus relating to the Offering will be filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The Company estimates that the net proceeds of the Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $16,275,000 (or approximately $18,530,250 if the underwriter exercises its option to purchase additional shares in full). The Company intends to use the net proceeds of the Offering for continued product development, increased sales and marketing activities, sales, marketing, additional human resources, capital expenditures, and other costs and expenses it may incur in connection with its anticipated expansion into the data center market, and for general working capital and corporate purposes.

The Company expects the Offering to close on or about July 21, 2025, for the Firm Shares, subject to the satisfaction of customary closing conditions.

The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the parties thereto. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding the Company or its businesses, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Section 8 - Other Events

Item 8.01 Other Events

On July 18, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 8.01 and Exhibit 99.01 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This press release contains “forward-looking statements” which may describe strategies, goals, outlooks or other non-historical matters, or projected revenues, income, returns or other financial measures, that may include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," "target," "potential," "will," "should," "could," "likely," or "may" and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements except as required under the securities laws.

In addition to those factors described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current reports on Form 8-K, under “Risk Factors,” and elsewhere therein, as well as the risks described in the registration statement and preliminary prospectus related to the offering, among the factors that could cause actual results to differ materially from past and projected future results are the following: statements regarding expected gross proceeds from the offering, the anticipated use of net proceeds from the offering, and completion and timing of the public offering, fluctuations in demand for our products and services, competing technological developments, issues relating to research and development, the availability of incentives, rebates, and tax benefits relating to our products and services, changes in the regulatory environment relating to our products and services, integration of acquired business operations, the impact of tariffs, and the ability to obtain financing on favorable terms to fund existing operations and anticipated growth.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit			Description

1.1			Underwriting Agreement, dated July 1 8 , 2025 by and between the Registrant and Roth Capital Partners, LLC *
99.1			Press Release, dated July 18, 2025 *
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

*			Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



	TECOGEN INC.

		By: /s/ Abinand Rangesh
July 18, 2025		Abinand Rangesh, Chief Executive Officer

Tecogen Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits