Delaware | 04-3536131 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
• | Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on March 18, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on April 14, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on April 17, 2020 |
• | Our Proxy Statement filed with the SEC on April 21, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on May 12, 2020 |
• | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 14, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on May 15, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on May 29, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on June 5, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on July 8, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on July 21, 2020 |
• | Description of our securities incorporated by reference from Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020 |
PROSPECTUS SUMMARY The following summary highlights information contained elsewhere or incorporated by reference into this reoffer prospectus. It may not contain all the information that may be important to you. You should read this entire prospectus, including all documents incorporated herein by reference carefully, especially the “Risk Factors” contained in this prospectus or any supplement hereto and under similar headings in the other documents that are incorporated by reference into this prospectus, and our financial statements and related notes incorporated by reference into this prospectus before making an investment decision with respect to our securities. Please see the sections titled “Where You Can Find Additional Information” and “Incorporation of Documents by Reference” in this prospectus. Overview of Tecogen The Company Tecogen designs, manufactures, markets, and maintains high efficiency, ultra-clean cogeneration products including natural gas engine driven combined heat and power, air conditioning systems, and water heaters for residential, commercial, recreational and industrial use. We provide cost efficient, environmentally friendly and reliable products for distributed power generation that, through patented technology, nearly eliminate criteria pollutants and significantly reduce a customer’s carbon footprint. Tecogen products are expected to run on Renewable Natural Gas (RNG) as it is introduced into the US gas pipeline infrastructure. Tecogen’s cogeneration systems (also known as combined heat and power or “CHP”) are efficient because they drive electric generators or compressors, which reduce the amount of electricity purchased from the utility while recovering the engine’s waste heat for water heating, space heating, and/or air conditioning at the customer’s building. Tecogen manufactures four types of CHP products: • Cogeneration units that supply electricity and hot water; • Chillers that provide air-conditioning and hot water; • Refrigeration compressors with natural gas engine drives; and • High-efficiency water heaters. Our commercial product lines include: • the InVerde e+® and TecoPower cogeneration units; • TECOCHILL® air-conditioning and refrigeration chillers; • Tecofrost® gas engine-driven refrigeration compressors; • Ilios® high-efficiency water heaters; and • Ultera® emissions control technology. The Company's operations are comprised of two business segments. Our Products and Services segment designs, manufactures and sells industrial and commercial cogeneration systems as described above, and represented 90.6% and 82.2% of our consolidated revenues for the years ended December 31, 2019 and 2018, respectively. Our Energy Production segment sells energy in the form of electricity, heat, hot water and cooling to our customers under long-term sales agreements and represented 9.4% and 17.8% of our consolidated revenues for the years ended December 31, 2019 and 2018, respectively. The Energy Production business is conducted by our subsidiary American DG Energy Inc. (“ADGE”) which sells energy in the form of electricity, heat, hot water and cooling to customers under long-term energy sales agreements (typically with terms of 10 to 15 years). The typical sales model is to install and own energy systems in customers' buildings and sell the energy produced by those systems back to the customers at a cost set by a negotiated formula in customer contracts. We call this our "On-Site Utility" business, or our Energy Production segment. As of December 31, 2019 ADGE owned 40 operational energy systems, representing an aggregate of approximately 3,285 kilowatts of electrical capacity from cogeneration units and 3,410 cooling ton capacity from chillers. The capacity of both system categories has been reduced from 2018 because of the sale of approximately 30% of the ADGE fleet in late 2018 and early 2019. Traditional customers for our cogeneration and chiller systems include hospitals and nursing homes, schools and universities, health clubs and spas, hotels and motels, office and retail buildings, food and beverage processors, multi-unit residential buildings, laundries, ice rinks, swimming pools, factories, municipal buildings, indoor agriculture, military installations, and indoor growing facilities. Our refrigeration compressors are applied primarily to industrial applications that include cold storage, wineries, dairies, ice rinks and food processing. Market drivers include the price of natural gas, local electricity rates, environmental regulations, and governmental energy policies, as well as customers’ desire to become more environmentally responsible. Through our factory service centers in California, Connecticut, Florida, Massachusetts, Michigan, New Jersey, New York, and Toronto, Canada, our specialized technical staff maintains our products via long-term service contracts. To date the Company has shipped over 3,000 units, some of which have been operating for almost 35 years. Our Products All of our products are standardized, modular, CHP products that reduce energy costs, carbon emissions, and dependence on the electric grid. Tecogen’s products allow customers to produce power on-site in parallel with the electric grid or stand alone when no utility grid is available via inverter-based black-start capability. Because our CHP systems also produce clean, usable heat energy, they provide economic advantages to customers who can benefit from the use of hot water, chilled water, air conditioning and heating. Tecogen products are designed as compact modular units that are intended to be installed in multiples when utilized in larger CHP plants. The majority of our CHP modules are installed in multi-unit sites with applications ranging up to 12 units. This approach has significant advantages over utilizing single larger units, allowing building placement in constrained urban settings and redundancy to mitigate service outages. Redundancy is particularly relevant in regions where the electric utility has formulated tariff structures that include high “peak demand” charges. Such tariffs are common in many areas of the country. Because these tariffs are assessed based on customers’ peak monthly demand charge over a very short interval, typically only 15 minutes, a brief service outage for a system comprised of a single unit can create a high demand charge, and therefore be highly detrimental to the monthly savings of the system. Multiple unit sites reduce the likelihood of a full system outage that would result in high demand charges. Our CHP technology uses low-cost, mass-produced engines, which we modify to run on natural gas. In the case of our mainstay cogeneration and chiller products, the engines have proven to be cost-effective and reliable. In 2009, in response to the changing regulatory requirements for stationary engines, our research team developed an economically feasible process for removing air pollutants from the engine exhaust. This technology's U.S. and foreign patents were granted beginning in October 2013 with other domestic and foreign patents granted or applications pending. Branded Ultera®, the ultra-clean emissions technology repositions our engine driven products in the marketplace, making them comparable environmentally with other technologies such as fuel cells, but at a much lower cost and greater efficiency. Because of this breakthrough design for emission control, multiple Tecogen CHP modules fitted with the patented Ultera control technology have been permitted to the current regulatory limits in the Los Angeles area. In 2018, a group of natural gas engine-generators upfitted with the Ultera system were successfully permitted in the same Los Angeles region to unrestricted operation, the first natural gas engines to do so without operating time limits or other exemption. These engines were permitted to levels matching the California Air Resources Board ("CARB") 2007 emissions requirements, the same emissions standard used to certify fuel cells, and the same emissions levels as a state-of-the-art central power plant. We now offer our Ultera emissions control technology as an option on all our products or as a stand-alone application for the retrofitting of other rich-burn spark-ignited reciprocating internal combustion engines such as the engine-generators described above. Our CHP products are sold directly to customers by our in-house marketing team, and by established sales agents and representatives. Although we may, from time to time, have one or a few customers who may represent more than 10% of our product revenue for a given year, we are not dependent on the recurrence of revenue from those customers. Our product revenue is such that customers may make a large purchase once and may not ever make a purchase again because our equipment may remain in operation for 30 or more years. Therefore, our product revenue model is not dependent on recurring sales transactions from the same customer. Our service revenue, on the other hand, does lend itself to recurring revenue from particular customers. We currently do not have any service revenue customers who make up more than 10% of our total revenues on an annual basis. Our cogeneration, heat pump, and chiller modules are built to order and revenue is recognized upon shipment. The lead time to build and deliver a unit depends on its customized configuration and is approximately 12 to 14 weeks for a chiller and 6 to 8 weeks for a cogeneration or heat pump from the execution of a purchase order. Product Service We provide long-term maintenance contracts, parts sales, and turnkey installation for our products through a network of ten well-established field service centers in California, the Midwest, the Northeast, the Southeast, and Toronto, Canada. These centers are staffed by full-time Company technicians, working from local leased facilities which provide offices and warehouse space for inventory. We encourage customers to provide internet connections to our units so that we may maintain remote communications with the installed equipment. For connected installations, the machines are contacted daily to download their status and provide regular operational reports (daily, monthly, and quarterly) to our service managers. This communication link is used to support the diagnostic efforts of our service staff, and to send messages to pre-programmed phones if a unit has experienced an unscheduled shutdown. In many cases, communications received by service technicians from connected devices allow for proactive maintenance, minimizing equipment downtime and improving operating efficiency for the customer. We strive to maintain product service contracts for many years, and work to maintain the integrity and performance of our equipment. Our products have a long history of reliable operation. Since 1995, we have had a remote monitoring system in place that connects to hundreds of units daily and reports their “availability,” which is the amount of time a unit is running or is ready to run. More than 80% of the units operate above 90% availability, with the average being 93.8%. Our factory service agreements have directly impacted these positive results and represent an important long-term annuity-like stream of revenue for the Company. New equipment sold beginning in 2016 and select upgrades to the existing installed equipment fleet includes an industrial internet solution which enables Tecogen to collect, analyze, and manage valuable asset data continuously and in real-time. This provides the service team with improved insight into the functionality of our installed CHP fleet. Specifically, it enables the service department to perform remote monitoring and diagnostics and to view system results in real time via a computer, smart phone or tablet. Consequently, we can better utilize monitoring data ensuring customers are capturing maximum possible savings and efficiencies from their installation. Through constant monitoring and analysis of equipment data, Tecogen expects to enhance the performance of installed equipment by ensuring machinery consistently operates at peak performance and is available to deliver maximum potential value for customers. In 2018 we migrated our cloud-based system from a third-party system to our CHP Insight® system developed in-house to access and store operating data on the cloud, and provide user interface features specific to CHP operation as well as sophisticated data analysis tools. Energy Production Our wholly owned subsidiary, American DG Energy Inc. (“ADGE”), distributes, owns and operates clean, on-site energy systems that produce electricity, hot water, heat, and cooling. ADGE owns the equipment that it installs at customers' facilities and sells the energy produced by these systems to customers on a long-term contractual basis. ADGE utilizes energy equipment supplied by Tecogen and other cogeneration manufacturers. Our cogeneration systems produce electricity from an internal combustion engine driving a generator, while the heat from the engine and exhaust is recovered and typically used to produce heat and hot water for use on-site. ADGE also distributes and operates water chiller systems for building cooling applications that operate in a similar manner, except that the engines in the water chiller systems drive a large air-conditioning compressor while recovering heat for hot water. Cogeneration systems reduce the amount of electricity that a customer must purchase from the local utility and produce valuable heat and hot water on-site to use as required. By simultaneously providing electricity, hot water and heat, cogeneration systems also have a significant positive impact on the environment by reducing the carbon dioxide, or CO2, produced by replacing a portion of the traditional energy supplied by the electric grid and conventional hot water boilers. Distributed generation of electricity, or DG, often referred to as cogeneration systems or combined heat and power systems, or CHP, is an attractive option for reducing energy costs and increasing the reliability of available energy. We believe that the primary opportunity for DG energy and equipment sales is in regions of the U.S. where commercial electricity rates exceed $0.12 per kW hour, or kWh, which is predominantly in the Northeast and California. Attractive DG economics are currently attainable in applications that include hospitals, nursing homes, multi-tenant residential housing, hotels, schools and colleges, recreational facilities, food processing plants, dairies, and other light industrial facilities. We also believe that the largest number of potential DG users in the U.S. require less than 1 MW of electric power and less than 1,200 tons of cooling capacity. We are able to design our systems to suit a particular customer's needs because of our ability to place multiple units at a site. This approach is part of what allows our products and services to meet changing power and cooling demands throughout the day (also from season-to-season) and greatly improves efficiency. Sales & Distribution Our products are sold directly to end-users by our sales team and by established sales agents and representatives. Various agreements are in place with distributors and outside sales representatives who are compensated by commissions for certain territories and product lines. Sales through our in-house team or sales that are not covered by a representative’s territory carry no or nominal commissions. Our product sales cycle exhibits typical seasonality for the HVAC industry with sales of chillers generally stronger in the warmer months while heat pump sales are stronger in the cooler months. Markets and Customers Worldwide, stationary power generation applications vary from huge central stationary generating facilities (traditional electric utility providers) to back-up generators as small as 2 kW. Historically, power generation in most developed countries such as the United States has been part of a regulated central utility system utilizing high-temperature steam turbines powered by fossil-fuels. This turbine technology, though steadily refined over the years, reached a maximum efficiency (where efficiency means electrical energy output per unit of fuel energy input) of approximately 40%. Distributed power generation (“DG”) has been successfully implemented by others in large industrial installations over 10 Megawatts ("MW"), where the market has been growing for a number of years and is increasingly being accepted in smaller sized units because of technology improvements, increased energy costs, and better DG economics. We believe that our target market for DG, users of up to 1 MW, has been barely penetrated and that the reduced reliability of the utility grid, increasing cost pressures experienced by energy users, advances in new, low cost technologies, and DG-favorable legislation and regulation at the state and federal level will drive our near-term growth and penetration of this market. Developments related primarily to the deregulation of the utility industry as well as significant technological advances have broadened the range of power supply choices available to all types of customers. CHP, which harnesses waste energy from power generation processes and puts it to work for other uses on-site, can boost the energy conversion efficiency to nearly 90%, a better than two-fold improvement over the average efficiency of a fossil fuel plant. Generating power at the point of consumption rather than through central power plants eliminates the cost, complexity, and inefficiency associated with electric transmission and distribution. The implications of the CHP distributed generation approach are significant. Management believes that if CHP were applied on a large scale, global fuel usage would be significantly curtailed and the utility grid made more resilient. Our CHP products address the inherent efficiency limitation of central power plants by siting generation close to the loads being served. This allows customers with energy-intensive buildings or processes to reduce energy costs and operate with a lower carbon footprint. Furthermore, with technology we have introduced, like the Ultera low-emissions technology, our products can now contribute to better air quality at the local level while complying with the strictest air quality regulations in the United States. Cogeneration and chiller products can often reduce the customer’s operating costs (for the portion of the facility loads to which they are applied) by approximately 30% to 60% based on Company estimates, which provides an excellent rate of return on the equipment’s capital cost in many areas of the country with high electricity rates. Our chillers are especially suited to regions where utilities impose extra charges during times of peak usage, commonly called “demand” charges. In these cases, the gas-fueled chiller reduces the use of electricity during the summer, the costliest time of year. On-site CHP not only eliminates the loss of electric power during transmission, but also offsets the capital expense of upgrading or expanding the utility infrastructure. The national electric grids of many developed countries are already challenged to keep up with existing power demand. In addition, the transmission and distribution network operate near capacity in a majority of urban areas. Decentralizing power generation by installing equipment at customer sites not only relieves the capacity burden on existing power plants, but also lessens the burden on transmission and distribution lines. This ultimately improves the grid’s reliability and reduces the need for costly upgrades. Certain Developments ADGE Merger On May 18, 2017, holders of approximately 71% of the ADGE's outstanding common stock approved the proposed acquisition of ADGE ("Merger") and holders of approximately 55% of our outstanding stock approved the issuance of our shares in the Merger. Consequently, on that day we completed our acquisition, by means of a stock-for-stock merger, of 100% of the outstanding common shares of ADGE. As a result, ADGE became our wholly owned subsidiary. Liquidity On May 4, 2018, we and our wholly-owned subsidiaries, American DG Energy Inc., and TTcogen LLC entered into a Credit Agreement with Webster Business Credit Corporation ("Lender") that provided us with a line of credit of up to $10 million on a revolving and secured basis, with availability based on our accounts receivable, raw materials, and finished goods, during a three year period until May 4, 2021. The line of credit was used to repay the amounts due to Mr. John Hatsopoulos under a promissory note assumed by us in connection with the merger of American DG Energy Inc. into a subsidiary of the Company, and for working capital for the Company. On April 17, 2020 we received a Paycheck Protection Program Loan in the amount of $1.87 million, and on May 11, 2020 we paid off the balance of the line of credit and terminated the credit agreement with Webster Business Credit Corporation. We currently have liquidity adequate liquidity to maintain our business for at least the next two quarters. Energy Sales Agreements On December 14, 2018, we entered into agreements relating to the sale of two energy purchase agreements and related energy production systems for $2 million, and on March 5, 2019 we entered into agreements relating to the sale of six energy purchase agreements and related energy production systems for $5 million. In connection with the sale, we entered into agreements to provide billing and asset management services and operations and maintenance services for agreed fees for the duration of the energy purchase agreements, pursuant to which the Company guarantees certain minimum collections and is entitled to receive fifty percent of the excess of collections over agreed minimum thresholds. The Offering Risks Factors Investing in our securities involves a high degree of risk. Please see the risk factors discussed under the heading “Risk Factors” below and under Item 1A of our most recent Annual Report on Form 10-K, as supplemented by our Current Report filed with the SEC on April 14, 2020, and Part II of our Quarterly Reports on Form 10-Q, and other filings we make with the SEC, which are incorporated by reference in this prospectus. Corporate Information We were incorporated in the State of Delaware on September 15, 2000. Our principal executive offices are located at, and our mailing address is, 45 First Avenue, Waltham, Massachusetts 02451. Our main telephone number is (781) 466-6400. Our corporate website address is: www.tecogen.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon with respect to this offering. |
• | the name and principal position of each person who is, or may be deemed, an affiliated selling shareholder, and certain non-affiliated selling shareholders; |
• | the number and percentage of shares of common stock owned beneficially, directly or indirectly, by each selling shareholder before the offering; |
• | the number of shares of common stock to be offered by the selling shareholders pursuant to this reoffer prospectus; and |
• | the number and percentage of shares of common stock to be owned by each selling shareholder following the sale of the shares pursuant hereto. |
Name of Selling Shareholder | Number of Shares Beneficially Owned Before Offering (1) | Percent of Common Stock Owned Before Offering (1) | Number of Shares Being Offered Hereby | Number of Shares Owned After Offering (17) | Percent of Common Stock Owned After Offering (17) | |
Benjamin M. Locke CEO, PFO and Director | 342,018 (2) | 1.33 | 736,800 (9) | 5,218 | * | |
Robert Panora President | 276,573 (3) | 1.1 | 337,723 (10) | 138,850 | * | |
John K. Whiting, IV General Counsel | 30,636 (4) | * | 310,000 (11) | 636 | * | |
John N. Hatsopoulos Lead Director | 2,347,596 (5) | 9.44 | 12,723 (12) | 2,334,873 | 9.4 | |
Angelina M. Galiteva Chairperson | 75,000 (6) | * | 125,000 (13) | 50,000 | * | |
Ahmed Ghoniem Director | 62,723 (7) | * | 137,723 (14) | 25,000 | * | |
Deanna Petersen Director | 9,200 (8) | * | 109,200 (15) | -- | * | |
Earl R. Lewis, III Director | 200,000 | * | 100,000 (16) | 200,000 | * | |
Fred Holubow Director | -- | -- | 100,000 (16) | -- | -- |
(1) | Beneficial ownership is determined in accordance with Rule 13d‑3 under the Securities Exchange Act and is generally determined by voting power and/or investment power with respect to securities. Unless otherwise noted, all shares of common stock listed above are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of common stock owned by each of them. Such person or entity’s percentage of ownership is determined by assuming that any options or convertible securities held by such person which are exercisable within 60 days from the date hereof have been exercised or converted as the case may be. Except as otherwise indicated, the address of each selling shareholder is c/o Tecogen Inc., 45 First Avenue, Waltham, Massachusetts 02451. |
(2) | Includes: (a) 5,218 shares held directly by Mr. Locke; (b) 36,800 shares underlying currently exercisable options granted pursuant to the 2005 Plan; and (c) 300,000 shares underlying currently exercisable options granted pursuant to the 2006 Plan. Does not include the following shares underlying options granted pursuant to the 2006 Plan: (A) 100,000 shares underlying options that are not currently exercisable, 50,000 of which will vest and become exercisable on May 31, 2021, and 50,000 of which will vest and become exercisable on May 31, 2022; and (B) 300,000 shares underlying options that are not currently exercisable which will vest and become exercisable as follows: (i) 50% of such options will vest and become exercisable upon Tecogen reporting two consecutive fiscal quarters of positive adjusted Earnings Before Income Taxes, Depreciation and Amortization (EBITDA) in excess of 2% of revenue; and (ii) 50% of such options will vest and become exercisable upon Tecogen reporting four consecutive fiscal quarters of positive adjusted Earnings Before Income Taxes, Depreciation and Amortization (EBITDA) in excess of 3% of revenue (“Executive Option Vesting Schedule and Criteria”). |
(3) | Includes: (a) 138,850 shares held directly by Mr. Panora; and (b) 137,723 shares underlying currently exercisable options granted pursuant to the 2006 Plan. Does not include 200,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable in accordance with the Executive Option Vesting Schedule and Criteria. |
(4) | Includes: (a) 636 shares held directly by Mr. Whiting; and (b) 30,000 shares underlying currently exercisable options granted pursuant to the 2006 Plan. Does not include the following shares underlying options granted pursuant to the 2006 Plan: (A) 5,000 shares underlying options that are not currently exercisable, 2,500 of which will vest and become exercisable on January 16, 2021, and 2,500 of which will vest and become exercisable on January 16, 2022; (B) 37,500 shares underlying options that are not currently exercisable, 12,500 of which will vest and become exercisable on December 11, 2020, 12,500 of which will vest and become exercisable on December 11, 2021, and 12,500 of which will vest and become exercisable on December 11, 2022; (C) 37,500 shares underlying options that are not currently exercisable, 12,500 of which will vest and become exercisable on June 11, 2021, 12,500 of which will vest and become exercisable on June 11, 2022, and 12,500 of which will vest and become exercisable on June 11, 2023, and (D) 200,000 shares underlying options which will vest and become exercisable in accordance with the Executive Option Vesting Schedule and Criteria. |
(5) | Based solely upon: (a) the Schedule 13G/A filed by Mr. John N. Hatsopoulos on March 26, 2019 and the Form 4 filed by Mr. Hatsopoulos on April 24, 2020. Based on the Schedule 13G/A and Form 4/A the beneficial ownership of Mr. Hatsopoulos is the following: (1) 180,351 shares of common stock held directly by Mr. Hatsopoulos; (2) 1,039,480 shares of common stock held by the Nia M. Hatsopoulos Jephson 2011 Irrevocable Trust, for which Mr. Hatsopoulos is the trustee; (3) 1,039,480 shares of common stock held by the Alexander J. Hatsopoulos 2011 Irrevocable Trust, for which Patricia Hatsopoulos, Mr. Hatsopoulos' wife, is the trustee; (4) 3,325 shares of common stock held in an individual retirement account for Mrs. Hatsopoulos; (5) 44,012 shares held in Pat Ltd., a joint account maintained by Mr. Hatsopoulos and Mrs. Hatsopoulos; (6) 28,225 shares of common stock held by Mrs. Hatsopoulos; and (7) 12,723 shares of common stock underlying currently exercisable options granted pursuant to the 2006 Plan. Does not include the following shares with respect to which Mr. Hatsopoulos disclaims beneficial ownership: (1) 808,339 shares of Common stock held in The John N. Hatsopoulos 1989 Family Trust for the benefit of Nia Maria Hatsopoulos, of which Ann Marie Pacheco is the sole trustee; (2) 812,325 shares of common stock held in The John N. Hatsopoulos 1989 Family Trust for the benefit of Alexander J. Hatsopoulos, or which Ms. Ann Marie Pacheco is the sole trustee; and (3) 571,538 shares of common stock held in The John N. Hatsopoulos Family Trust 2007, of which Mr. Yiannis Monovoukas is the sole trustee. |
(6) | Includes: (a) 50,000 shares held directly by Ms. Galiteva; and (b) 25,000 shares underlying currently exercisable options granted pursuant to the 2006 Plan. Does not include 100,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on each of the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(7) | Includes: (a) 25,000 shares held directly by Mr. Ghoniem; and (b) 37,723 shares underlying currently exercisable options granted pursuant to the 2006 Plan. Does not include 100,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on each of the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(8) | Represents shares underlying currently exercisable options granted pursuant to the 2005 Plan. Does not include 100,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on each of the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(9) | Includes: (a) 36,800 shares underlying currently exercisable options granted pursuant to the 2005 plan; (b) 300,000 shares underlying currently exercisable options granted pursuant to the 2006 Plan; (c) 100,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable, 50,000 of which will vest and become exercisable on May 31, 2021, and 50,000 of which will vest and become exercisable on May 31, 2022; and (b) 300,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable in accordance with the Executive Option Vesting Schedule and Criteria. |
(10) | Includes the following shares underlying options granted pursuant to the 2006 Plan: (a) 137,723 shares underlying currently exercisable options; and (b) 200,000 shares underlying options that are not currently exercisable which will vest and become exercisable in accordance with the Executive Option Vesting Schedule and Criteria. |
(11) | Includes the following shares underlying options granted pursuant to the 2006 Plan: (a) 30,000 shares underlying currently exercisable options; (b) 5,000 shares underlying options that are not currently exercisable, 2,500 of which will vest and become exercisable on January 16, 2021, and 2,500 of which will vest and become exercisable on January 16, 2022; (c) 37,500 shares underlying options that are not currently exercisable, 12,500 of which will vest and become exercisable on December 11, 2020, 12,500 of which will vest and become exercisable on December 11, 2021, and 12,500 of which will vest and become exercisable on December 11, 2022; (d) 37,500 shares underlying options that are not currently exercisable, 12,500 of which will vest and become exercisable on June 11, 2021, 12,500 of which will vest and become exercisable on June 11, 2022, and 12,500 of which will vest and become exercisable on June 11, 2023, and (e) 200,000 shares underlying options which will vest and become exercisable in accordance with the Executive Option Vesting Schedule and Criteria. |
(12) | Represents shares underlying currently exercisable options granted pursuant to the 2006 Plan. |
(13) | Includes the following shares underlying options granted pursuant to the 2006 Plan: (a) 25,000 shares underlying options that are currently exercisable; and (b) 100,000 shares underlying options that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on each of the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(14) | Includes the following shares underlying options granted pursuant to the 2006 Plan: (a) 37,723 shares underlying options that are currently exercisable; and (b) 100,000 shares underlying options that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on each of the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(15) | Includes: (a) 9,200 shares underlying options granted pursuant to the 2005 Plan that are currently exercisable; and (b) 100,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on each of the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(16) | Represents 100,000 shares underlying options granted pursuant to the 2006 Plan that are not currently exercisable which will vest and become exercisable as to 25% of such options commencing on the first, second, third and fourth anniversaries of the date of grant, July 9, 2020. |
(17) | “Number of Shares Owned After Offering” and “Percent of Common Stock Owned After Offering” assume the sale of all of the shares offered by each selling shareholder under this reoffer prospectus but no other purchases or sales of our shares by the other selling shareholders. Based upon 24,850,261 shares of common stock issued and outstanding on July 23, 2020. |
• | ordinary brokerage transactions and transactions in which the broker‑dealer solicits purchasers; |
• | block trades in which the broker‑dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker‑dealer as principal and resale by the broker‑dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales; |
• | broker‑dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | a combination of any such methods of sale; or |
• | any other method permitted pursuant to applicable law. |
TECOGEN INC. ___________________________________ Shares of Common Stock ___________________________________ ______________ REOFFER PROSPECTUS ______________ July 24, 2020 |
• | Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on March 18, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on April 14, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on April 17, 2020 |
• | Our Proxy Statement filed with the SEC on April 21, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on May 12, 2020 |
• | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 14, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on May 15, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on May 29, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on June 5, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on July 8, 2020 |
• | Our Current Report on Form 8-K filed with the SEC on July 21, 2020 |
• | Description of our securities incorporated by reference from Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020 |
Incorporated by Reference From | ||||
Exhibit No. | Exhibit Description | Form | Filing Date | Filed Herewith |
3.1 | Form of Common Stock Certificate | S-1/A | 06/27/2014 | |
3.2 | Amended and Restated Certificate of Incorporation | S-1/A | 06/27/2014 | |
3.3 | Amended and Restated Bylaws | S-1/A | 06/27/2014 | |
4.1 | Description of Securities | 10-K | 03/12/2020 | |
10.1 | Tecogen Inc. 2006 Stock Incentive Plan, as amended and restated on November 1, 2016 | 10-K | 03/29/2019 | |
10.2 | X | |||
23.1 | X | |||
24.1 | Power of Attorney of certain directors and officers of the Registrant (included on signature page of this Post-Effective Amendment No. 1 to Registration Statement on Form S-8). | X |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and |
(3) | To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
TECOGEN INC. | |
By: /s/Benjamin M. Locke Benjamin M. Locke Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) | |
Signature | Title | Date |
/s/ Angelina M. Galiteva Angelina M. Galiteva | Director and Chairperson of the Board | July 24, 2020 |
/s/ John N. Hatsopoulos John N. Hatsopoulos | Lead Director | July 24, 2020 |
/s/ Benjamin M. Locke Benjamin M. Locke | Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) | July 24, 2020 |
/s/ Ahmed F. Ghoniem Ahmed F. Ghoniem | Director | July 24, 2020 |
/s/ Deanna Petersen Deanna Petersen | Director | July 24, 2020 |
/s/ Earl R. Lewis, III Earl R. Lewis, III | Director | July 24, 2020 |
/s/ Fred Holubow Fred Holubow | Director | July 24, 2020 |