8-K

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): April 30, 2025

TECOGEN INC. (OTCQX: TGEN)

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(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:

☐ 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 7.01. Regulation FD Disclosure.

On April 30, 2025, Tecogen Inc. (the “Company”) issued a press release announcing that its shares of common stock have been approved for listing on the NYSE American LLC (“NYSE American”) stock exchange. The Company’s shares of common stock are expected to begin trading under its current symbol “TGEN” on the NYSE American commencing at the open of trading on or about May 6, 2025, subject to continued compliance by the Company with exchange rules. The Company’s shares of common stock are currently quoted on the OTC Markets OTCQX Best Market, and will continue to trade on the OTCQX Best Market until the close of business on or about May 5, 2025. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished herein pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

pressreleaserenyseameric

Tecogen Inc. 76 Treble Cove Road, Building 1, North Billerica, MA 01862 • ph: 781-466-6400 • fax: 781-466-6466 • www.tecogen.com Tecogen Announces Uplist to NYSE American Stock Exchange NORTH BILLERICA, MA, April 30, 2025 (ACCESS NEWSWIRE) – Tecogen Inc. (OTCQX: TGEN) (“Tecogen or “Company”), a leading manufacturer of clean energy products, today announced that its shares of common stock have been approved for listing on the NYSE American LLC (“NYSE American”) stock exchange. The Company’s common stock will begin trading on the NYSE American under its current symbol, “TGEN” at the open of trading on or about May 6, 2025, subject to continued compliance with the exchange rules. The Company’s shares will continue to trade on the OTC Markets’ OTCQX Best Market until the close of the market on or about May 5, 2025. Stockholders of the Company do not need to take any action prior to the listing of the Company’s shares on the NYSE American. “Uplisting to the NYSE American marks a significant milestone for Tecogen,” said Abinand Rangesh, CEO of Tecogen. “We expect the uplisting will provide enhanced visibility and expand our investor base, while also enhancing liquidity for our shares for both current and future stockholders.” About Tecogen Tecogen designs, manufactures, sells, installs, and maintains high efficiency, ultra-clean, cogeneration products including engine-driven combined heat and power, air conditioning systems, and high-efficiency water heaters for residential, commercial, recreational and industrial use. The company provides cost effective, environmentally friendly and reliable products for energy production that nearly eliminate criteria pollutants and significantly reduce a customer's carbon footprint. In business for over 35 years, Tecogen has shipped more than 3,200 units, supported by an established network of engineering, sales, and service personnel in key markets in North America. For more information, please visit www.tecogen.com or contact us for a free Site Assessment. Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 and other federal securities laws that involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," "target," "potential," "will," "should," “seek,” "could," "likely," "may," “pro forma,” “anticipate,” “continue,” or other variations thereof (including their use in the negative), or by discussions of strategies, plans or intentions. All statements, other than statements of historical fact included in this press release regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are 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

Tecogen Inc. 76 Treble Cove Road, Building 1, North Billerica, MA 01862 • ph: 781-466-6400 • fax: 781-466-6466 • www.tecogen.com 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. In addition to those factors described in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and in our Form 8-K, under "Risk Factors," among the factors that could cause actual results to differ materially from past and projected future results are the following: 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, and the ability to obtain financing on favorable terms to fund existing operations and anticipated growth. Tecogen Media & Investor Relations Contact Information: Abinand Rangesh, CEO P: 781-466-6487 E: Abinand.Rangesh@tecogen.com * * * Capstone Turbine Corporation is the world's leading producer of highly efficient, low-emission, resilient microturbine energy systems.