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): September 2, 2025
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
| (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.
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:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
| Common Stock, $0.001 par value per share | TGEN | NYSE American, LLC | ||||||
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 8 - Other Events
Item 8.01 Other Events
On September 2, 2025, in accordance with its Policy and Procedures Governing Related Person Transactions, the Audit Committee of Tecogen Inc., a Delaware corporation (“Company”) approved the prepayment by the Company of two promissory notes in favor of John N. Hatsopoulos, a director of the Company, in the aggregate principal amount of $1 million, together with interest accrued thereon through the dates the promissory notes are repaid.
The promissory notes to be prepaid consist of: (i) a promissory note dated October 10, 2023 in the principal amount of $500,000 with interest accruing at an annual rate of 5.12%, as amended on March 31, 2024 and on February 18, 2025 (the “October 2023 Note”), and (ii) a promissory note dated July 23, 2024 in the principal amount of $500,000 with interest accruing at an annual rate of 5.06%, as amended on February 18, 2025 (the “July 2024 Note”). As amended, both promissory notes have a maturity date of July 31, 2026.
The October 2024 Note was prepaid on September 3, 2025 and the July 2024 Note was prepaid on September 4, 2025. The aggregate payments pursuant to the promissory notes was $1,076,955.62, including aggregate interest in the amount of $76,955.62. Repayment of the promissory notes eliminated the balance of the Company’s outstanding debt, as well as approximately $46,159 of interest charges that would have been payable with respect to the promissory notes between the repayment dates and the maturity dates thereof.
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 | ||||||||
| September 4, 2025 | Abinand Rangesh, Chief Executive Officer | |||||||