ThZeal - The Zeal

tgen-20250114

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): January 14, 2025

TECOGEN INC. (OTCQX: TGEN)

(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
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

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

Item 8.01. Other Events.

On January 14, 2025, Tecogen Inc. (the “Company”) agreed to permit Mr. Earl R. Lewis, III, a director and shareholder of the Company, to convert the balance of the Company’s $500,000 promissory note dated September 18, 2024 in favor of Mr. Lewis (the “Promissory Note”) to common stock of the Company at his request at any time he is not subject to restrictions on trading shares of the Company. If requested by Mr. Lewis, the balance of the Promissory Note will be converted to shares of the Company’s common stock by dividing the outstanding principal and accrued interest by the average closing price per share for the Company’s common stock during the thirty day period prior to the date of conversion of the loan balance to common stock.

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
January 17, 2025		Abinand Rangesh, Chief Executive Officer