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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tecogen Inc | NASDAQ:TGEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.71 | 0.8125 | 0.85 | 0 | 01:00:00 |
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-3536131
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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45 First Avenue
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Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non –accelerated filer
o
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Smaller reporting company
x
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Emerging Growth company
x
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Title of each class
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Outstanding, July 31, 2017
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Common Stock, $0.001 par value
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24,714,989
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PART I
- FINANCIAL INFORMATION
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June 30, 2017
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December 31, 2016
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||||
ASSETS
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||||
Current assets:
|
|
|
|
|
|
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Cash and cash equivalents
|
$
|
3,317,928
|
|
|
$
|
3,721,765
|
|
Accounts receivable, net
|
8,868,157
|
|
|
8,630,418
|
|
||
Unbilled revenue
|
3,239,588
|
|
|
2,269,645
|
|
||
Inventory, net
|
6,099,770
|
|
|
4,774,264
|
|
||
Due from related party
|
378,296
|
|
|
260,988
|
|
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Prepaid and other current assets
|
823,629
|
|
|
401,876
|
|
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Total current assets
|
22,727,368
|
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|
20,058,956
|
|
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Property, plant and equipment, net
|
15,725,008
|
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|
517,143
|
|
||
Intangible assets, net
|
2,098,484
|
|
|
1,065,967
|
|
||
Excess of cost over fair value of net assets acquired
|
12,570,809
|
|
|
—
|
|
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Goodwill
|
40,870
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|
|
40,870
|
|
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Other assets
|
2,423,510
|
|
|
2,058,425
|
|
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TOTAL ASSETS
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$
|
55,586,049
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$
|
23,741,361
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|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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|
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Current liabilities:
|
|
|
|
|
|
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Accounts payable
|
$
|
4,501,662
|
|
|
$
|
3,367,481
|
|
Accrued expenses
|
1,899,769
|
|
|
1,378,258
|
|
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Deferred revenue
|
1,183,350
|
|
|
876,765
|
|
||
Loan due to related party
|
850,000
|
|
|
—
|
|
||
Interest payable, related party
|
26,548
|
|
|
—
|
|
||
Total current liabilities
|
8,461,329
|
|
|
5,622,504
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Deferred revenue, net of current portion
|
449,741
|
|
|
459,275
|
|
||
Senior convertible promissory note, related party
|
3,148,898
|
|
|
3,148,509
|
|
||
Unfavorable contract liability
|
10,304,451
|
|
|
—
|
|
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Total liabilities
|
22,364,419
|
|
|
9,230,288
|
|
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Commitments and contingencies (Note 9)
|
|
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|
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Stockholders’ equity:
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Tecogen Inc. stockholders’ equity:
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|
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Common stock, $0.001 par value; 100,000,000 shares authorized; 24,711,989 and 19,981,912 issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
24,712
|
|
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19,982
|
|
||
Additional paid-in capital
|
56,027,038
|
|
|
37,334,773
|
|
||
Accumulated other comprehensive loss-investment securities
|
(224,359
|
)
|
|
—
|
|
||
Accumulated deficit
|
(23,092,431
|
)
|
|
(22,843,682
|
)
|
||
Total Tecogen Inc. stockholders’ equity
|
32,734,960
|
|
|
14,511,073
|
|
||
Noncontrolling interest
|
486,670
|
|
|
—
|
|
||
Total stockholders’ equity
|
33,221,630
|
|
|
14,511,073
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
55,586,049
|
|
|
$
|
23,741,361
|
|
|
Three Months Ended
|
||||||
|
June 30, 2017
|
|
|
June 30, 2016
|
|
||
Revenues
|
|
|
|
||||
Products
|
$
|
3,116,198
|
|
|
$
|
2,408,860
|
|
Services
|
3,700,150
|
|
|
3,278,448
|
|
||
Energy production
|
774,192
|
|
|
—
|
|
||
Total revenues
|
7,590,540
|
|
|
5,687,308
|
|
||
Cost of sales
|
|
|
|
||||
Products
|
1,965,881
|
|
|
1,767,052
|
|
||
Services
|
2,307,494
|
|
|
1,817,362
|
|
||
Energy production
|
330,543
|
|
|
—
|
|
||
Total cost of sales
|
4,603,918
|
|
|
3,584,414
|
|
||
Gross profit
|
2,986,622
|
|
|
2,102,894
|
|
||
Operating expenses
|
|
|
|
||||
General and administrative
|
2,406,244
|
|
|
2,002,172
|
|
||
Selling
|
607,511
|
|
|
335,089
|
|
||
Research and development
|
218,724
|
|
|
151,663
|
|
||
Total operating expenses
|
3,232,479
|
|
|
2,488,924
|
|
||
Loss from operations
|
(245,857
|
)
|
|
(386,030
|
)
|
||
Other income (expense)
|
|
|
|
||||
Interest and other income
|
7,397
|
|
|
2,770
|
|
||
Interest expense
|
(38,082
|
)
|
|
(44,053
|
)
|
||
Total other expense, net
|
(30,685
|
)
|
|
(41,283
|
)
|
||
Consolidated net loss
|
(276,542
|
)
|
|
(427,313
|
)
|
||
(Income) loss attributable to the noncontrolling interest
|
(16,998
|
)
|
|
11,774
|
|
||
Net loss attributable to Tecogen Inc.
|
(293,540
|
)
|
|
(415,539
|
)
|
||
Other comprehensive loss - unrealized loss on securities
|
(224,359
|
)
|
|
—
|
|
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Comprehensive loss
|
$
|
(517,899
|
)
|
|
$
|
(415,539
|
)
|
|
|
|
|
||||
Net loss per share - basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
Weighted average shares outstanding - basic and diluted
|
23,120,351
|
|
|
19,088,828
|
|
|
Six Months Ended
|
||||||
|
June 30, 2017
|
|
|
June 30, 2016
|
|
||
Revenues
|
|
|
|
||||
Products
|
$
|
5,923,543
|
|
|
$
|
4,675,008
|
|
Services
|
7,739,570
|
|
|
6,087,815
|
|
||
Energy production
|
774,192
|
|
|
—
|
|
||
Total revenues
|
14,437,305
|
|
|
10,762,823
|
|
||
Cost of sales
|
|
|
|
||||
Products
|
3,722,730
|
|
|
3,319,768
|
|
||
Services
|
4,482,739
|
|
|
3,620,817
|
|
||
Energy production
|
330,543
|
|
|
—
|
|
||
Total cost of sales
|
8,536,012
|
|
|
6,940,585
|
|
||
Gross profit
|
5,901,293
|
|
|
3,822,238
|
|
||
Operating expenses
|
|
|
|
||||
General and administrative
|
4,615,148
|
|
|
3,894,392
|
|
||
Selling
|
1,054,963
|
|
|
850,121
|
|
||
Research and development
|
399,339
|
|
|
370,621
|
|
||
Total operating expenses
|
6,069,450
|
|
|
5,115,134
|
|
||
Loss from operations
|
(168,157
|
)
|
|
(1,292,896
|
)
|
||
Other income (expense)
|
|
|
|
||||
Interest and other income
|
6,184
|
|
|
5,661
|
|
||
Interest expense
|
(69,784
|
)
|
|
(86,434
|
)
|
||
Total other expense, net
|
(63,600
|
)
|
|
(80,773
|
)
|
||
Consolidated net loss
|
(231,757
|
)
|
|
(1,373,669
|
)
|
||
(Income) loss attributable to the noncontrolling interest
|
(16,998
|
)
|
|
64,962
|
|
||
Net loss attributable to Tecogen Inc.
|
(248,755
|
)
|
|
(1,308,707
|
)
|
||
Other comprehensive loss - unrealized loss on securities
|
(224,359
|
)
|
|
—
|
|
||
Comprehensive loss
|
$
|
(473,114
|
)
|
|
$
|
(1,308,707
|
)
|
|
|
|
|
||||
Net loss per share - basic and diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
Weighted average shares outstanding - basic and diluted
|
21,587,589
|
|
|
18,783,909
|
|
|
Six Months Ended
|
||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Consolidated net loss
|
$
|
(231,757
|
)
|
|
$
|
(1,373,669
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
242,876
|
|
|
131,941
|
|
||
Provision (recovery) of inventory reserve
|
25,609
|
|
|
(40,000
|
)
|
||
Stock-based compensation
|
97,684
|
|
|
88,177
|
|
||
Non-cash interest expense
|
389
|
|
|
23,050
|
|
||
Loss on sale of assets
|
2,909
|
|
|
640
|
|
||
Provision for losses on accounts receivable
|
1,335
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions
|
|
|
|
||||
(Increase) decrease in:
|
|
|
|
||||
Short term investments
|
—
|
|
|
294,802
|
|
||
Accounts receivable
|
355,740
|
|
|
(954,191
|
)
|
||
Unbilled revenue
|
(952,864
|
)
|
|
(141,827
|
)
|
||
Inventory, net
|
(1,242,782
|
)
|
|
782,728
|
|
||
Due from related party
|
(118,612
|
)
|
|
785,818
|
|
||
Prepaid expenses and other current assets
|
(99,601
|
)
|
|
(134,033
|
)
|
||
Other non-current assets
|
65,687
|
|
|
—
|
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
786,419
|
|
|
(693,524
|
)
|
||
Accrued expenses and other current liabilities
|
(10,362
|
)
|
|
(30,078
|
)
|
||
Deferred revenue
|
176,852
|
|
|
(165,186
|
)
|
||
Interest payable, related party
|
8,523
|
|
|
—
|
|
||
Net cash used in operating activities
|
(891,955
|
)
|
|
(1,425,352
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of property and equipment
|
(209,265
|
)
|
|
(100,925
|
)
|
||
Purchases of intangible assets
|
(22,539
|
)
|
|
(50,970
|
)
|
||
Cash acquired in acquisition
|
971,454
|
|
|
—
|
|
||
Payment of stock issuance costs
|
(365,566
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
374,084
|
|
|
(151,895
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from demand notes payable, related party
|
—
|
|
|
150,000
|
|
||
Payment of stock issuance costs
|
—
|
|
|
(8,544
|
)
|
||
Proceeds from the exercise of stock options
|
114,034
|
|
|
18,925
|
|
||
Net cash provided by financing activities
|
114,034
|
|
|
160,381
|
|
||
Net decrease in cash and cash equivalents
|
(403,837
|
)
|
|
(1,416,866
|
)
|
||
Cash and cash equivalents, beginning of the period
|
3,721,765
|
|
|
5,486,526
|
|
||
Cash and cash equivalents, end of the period
|
$
|
3,317,928
|
|
|
$
|
4,069,660
|
|
Supplemental disclosures of cash flows information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
—
|
|
|
$
|
72,199
|
|
Exchange of stock for non-controlling interest in Ilios
|
$
|
—
|
|
|
$
|
330,852
|
|
Issuance of stock to acquire American DG Energy
|
$
|
18,745,007
|
|
|
$
|
—
|
|
Issuance of Tecogen stock options in exchange for American DG Energy options
|
$
|
114,896
|
|
|
$
|
—
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss attributable to stockholders
|
|
$
|
(293,540
|
)
|
|
$
|
(415,539
|
)
|
|
$
|
(248,755
|
)
|
|
$
|
(1,308,707
|
)
|
Weighted average shares outstanding - Basic and diluted
|
|
23,120,351
|
|
|
19,088,828
|
|
|
21,587,589
|
|
|
18,783,909
|
|
||||
Basic loss per share
|
|
$(0.01)
|
|
$(0.02)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
||||
Anti-dilutive shares underlying stock options outstanding
|
|
1,053,778
|
|
|
1,196,776
|
|
|
1,053,778
|
|
|
1,196,776
|
|
||||
Anti-dilutive convertible debentures
|
|
889,830
|
|
|
889,830
|
|
|
889,830
|
|
|
889,830
|
|
||||
Anti-dilutive warrants outstanding
|
|
250,000
|
|
|
1,150,000
|
|
|
250,000
|
|
|
1,150,000
|
|
Consideration
|
|
|
||
Tecogen common stock - 4,662,937 shares
|
|
$
|
18,745,007
|
|
Assumed fully vested equity awards
|
|
114,896
|
|
|
|
|
$
|
18,859,903
|
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
|
||
Financial assets
|
|
$
|
1,583,190
|
|
Inventory
|
|
108,333
|
|
|
Prepaid and other current assets
|
|
358,628
|
|
|
Property, plant and equipment
|
|
15,430,250
|
|
|
Investment securities
|
|
519,568
|
|
|
Identifiable intangibles assets
|
|
1,456,166
|
|
|
Financial liabilities
|
|
(1,857,859
|
)
|
|
Unfavorable contract liability
|
|
(10,838,571
|
)
|
|
Other liabilities
|
|
(939
|
)
|
|
Total identifiable net assets
|
|
6,758,766
|
|
|
Noncontrolling interest in American DG New York, LLC
|
|
(469,672
|
)
|
|
Excess of cost over fair value of net assets acquired
|
|
12,570,809
|
|
|
|
|
$
|
18,859,903
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues
|
|
$
|
8,303,268
|
|
|
$
|
6,972,832
|
|
|
$
|
16,579,392
|
|
|
$
|
13,220,810
|
|
Net loss
|
|
(833,148
|
)
|
|
(523,538
|
)
|
|
(1,294,083
|
)
|
|
(1,993,124
|
)
|
||||
Basic and diluted loss per share
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.09
|
)
|
|
Estimated Useful
Life (in Years) |
|
June 30, 2017
|
|
December 31, 2016
|
||||
Energy systems
|
1 - 15 years
|
|
$
|
12,883,503
|
|
|
$
|
—
|
|
Machinery and equipment
|
5 - 7 years
|
|
1,121,289
|
|
|
1,009,893
|
|
||
Furniture and fixtures
|
5 years
|
|
103,971
|
|
|
141,874
|
|
||
Computer software
|
3 - 5 years
|
|
190,152
|
|
|
102,415
|
|
||
Leasehold improvements
|
*
|
|
440,519
|
|
|
437,341
|
|
||
|
|
|
14,739,434
|
|
|
1,691,523
|
|
||
Less - accumulated depreciation and amortization
|
|
|
(1,591,488
|
)
|
|
(1,174,380
|
)
|
||
|
|
|
13,147,946
|
|
|
517,143
|
|
||
Construction in progress
|
|
|
2,577,062
|
|
|
—
|
|
||
|
|
|
$
|
15,725,008
|
|
|
$
|
517,143
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Intangible assets
|
|
Cost
|
|
Accumulated Amortization
|
|
Total
|
|
Cost
|
|
Accumulated Amortization
|
|
Total
|
||||||||||||
Product certifications
|
|
$
|
598,264
|
|
|
$
|
(259,667
|
)
|
|
$
|
338,597
|
|
|
$
|
544,651
|
|
|
$
|
(233,992
|
)
|
|
$
|
310,659
|
|
Patents
|
|
649,081
|
|
|
(138,992
|
)
|
|
510,089
|
|
|
681,155
|
|
|
(123,012
|
)
|
|
558,143
|
|
||||||
Developed technology
|
|
240,000
|
|
|
(68,000
|
)
|
|
172,000
|
|
|
240,000
|
|
|
(60,000
|
)
|
|
180,000
|
|
||||||
Trademarks
|
|
18,165
|
|
|
—
|
|
|
18,165
|
|
|
17,165
|
|
|
—
|
|
|
17,165
|
|
||||||
Favorable contract asset
|
|
1,071,096
|
|
|
(11,463
|
)
|
|
1,059,633
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
2,576,606
|
|
|
$
|
(478,122
|
)
|
|
$
|
2,098,484
|
|
|
$
|
1,482,971
|
|
|
$
|
(417,004
|
)
|
|
$
|
1,065,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible liability
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unfavorable contract liability
|
|
$
|
10,453,501
|
|
|
$
|
(149,050
|
)
|
|
$
|
10,304,451
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year 1
|
|
$
|
(1,056,338
|
)
|
Year 2
|
|
(914,783
|
)
|
|
Year 3
|
|
(826,089
|
)
|
|
Year 4
|
|
(839,851
|
)
|
|
Year 5
|
|
(840,519
|
)
|
|
|
Goodwill
|
|
Excess of cost over fair value of net assets acquired
|
||||
Balance at December 31, 2016
|
|
$
|
40,870
|
|
|
$
|
—
|
|
Acquisitions
|
|
—
|
|
|
12,570,809
|
|
||
Balance June 30, 2017
|
|
$
|
40,870
|
|
|
$
|
12,570,809
|
|
Common Stock Options
|
Number of
Options
|
|
Exercise
Price Per
Share
|
|
Weighted
Average Exercise
Price
|
|
Weighted
Average Remaining
Life
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding, December 31, 2016
|
1,117,918
|
|
|
$0.79-$5.39
|
|
$
|
3.10
|
|
|
5.00 years
|
|
$
|
1,415,150
|
|
|
Granted
|
3,000
|
|
|
3.72
|
|
3.72
|
|
|
|
|
|
||||
Assumed in merger
|
156,124
|
|
|
$3.15-$30.33
|
—
|
|
10.35
|
|
|
|
|
|
|||
Exercised
|
(67,140
|
)
|
|
$0.79-$2.00
|
|
1.70
|
|
|
|
|
|
||||
Canceled and forfeited
|
(3,750
|
)
|
|
2.60
|
|
2.60
|
|
|
|
|
|
||||
Outstanding, June 30, 2017
|
1,206,152
|
|
|
$0.79-$30.33
|
|
$
|
4.14
|
|
|
4.99 years
|
|
$
|
712,102
|
|
|
Exercisable, June 30, 2017
|
951,402
|
|
|
|
|
$
|
4.04
|
|
|
|
|
$
|
712,102
|
|
|
Vested and expected to vest, June 30, 2017
|
1,167,940
|
|
|
|
|
$
|
4.13
|
|
|
|
|
$
|
712,102
|
|
June 30, 2017
|
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
|
||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total gains (losses)
|
||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-sale equity securities
|
|
|
|
|
|
|
|
|
|
||||||||||
EuroSite Power Inc.
|
$
|
295,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,209
|
|
|
$
|
(224,359
|
)
|
Total recurring fair value measurements
|
$
|
295,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,209
|
|
|
$
|
(224,359
|
)
|
Fair value at acquisition on May 18, 2017
|
$
|
519,568
|
|
Unrealized loss recognized in other comprehensive loss
|
(224,359
|
)
|
|
Fair value at June 30, 2017
|
$
|
295,209
|
|
Exhibit No.
|
Description of Exhibit
|
2.1
|
Agreement and Plan of Merger, dated November 1, 2016, among the Company, Tecogen, Inc. and Tecogen.ADGE Acquisition Corp.
(k)
|
2.2
|
Amendment 1 to the Agreement and Plan of Merger, dated as of March 23, 2017, by and among registrant, American DG Energy Inc. and Tecogen.ADGE Acquisition Corp.
(k)
|
3.1
|
Amended and Restated Certificate of Incorporation.
(a)
|
3.2
|
Amended and Restated Bylaws.
(a)
|
4.1
|
Specimen Stock Certificate of Tecogen, Inc.
(a)
|
4.2
|
Form of Restricted Stock Purchase Agreement.
(b)
|
4.3+
|
Form of Stock Option Agreement.
(a)
|
4.5
|
Warrant to Subscribe for Shares between Ultra Emissions Technology, Ltd and registrant.
(m)
|
4.6
|
Tecogen Ultratek Warrant signed August 2, 2016.
(j)
|
10.1
|
Form of Line of Credit Agreement Between American DG Energy and Mr. John Hatsopoulos, dated December 22, 2016
(p)
|
10.8
|
Second Amendment to Lease between Atlantic-Waltham Investment II, LLC dated Jan 16, 2013.
(a)
|
10.21
|
Senior Convertible Promissory Note, dated December 23, 2013, by Tecogen Inc. in favor of Michaelson Capital Special Finance Fund LP.
(a)
|
10.26
|
Tecogen 2006 Stock Incentive Plan, as amended on January 24, 2014 with stockholder approval on July 15, 2014.
(e)
|
10.27
|
Non-Revolving Line of Credit Agreement between the Company and John N. Hatsopoulos, dated June 15, 2015.
(e)
|
10.31
|
Joint Venture Shareholder Agreement between Tecogen Inc. and Ultra Emissions Technology Limited, dated December 28, 2015
(n)
|
10.32
|
License Agreement between Tecogen Inc. and Ultra Emissions Technology Limited, dated December 28, 2015
(n)
|
10.33
|
Form of Subscription Agreement between Tecogen and the several investors purchasing shares of Tecogen Common Stock and Warrants, dated December 28, 2015
(n)
|
10.34
|
Form of Warrants issued pursuant to the Subscription Agreement described in Exhibit 10.33 hereto
(n)
|
10.35
|
Form of Share Exchange Agreement between Tecogen and certain shareholders of Ilios Inc., dated April 11, 2016 and April 13, 2016
(o)
|
10.36
|
Amendment No. 1 to the Senior Convertible Promissory Note effective April 1, 2016.
(g)
|
10.37
|
Tedom Joint Venture Agreement dated May 19, 2016.
(h)
|
10.38
|
Tedom Joint Venture LLC Agreement dated May 19, 2016.
(h)
|
10.39
|
Form of a Warrant Amendment dated June 27, 2016.
(i)
|
10.40+
|
Employment Agreement dated December 1, 2016 between registrant and David A. Garrison.
(l)
|
21.1
|
List of Subsidiaries.
(k)
|
31.1*
|
Rule 13a-14(a) Certification of Co-Chief Executive Officer
|
31.2*
|
Rule 13a-14(a) Certification of Co-Chief Executive Officer
|
31.3*
|
Rule 13a-14(a) Certification of Chief Accounting Officer
|
32.1*
|
Section 1350 Certifications of Co-Chief Executive Officers and Chief Accounting Officer
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
100.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase
|
100.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
+
|
Compensatory plan or arrangement
|
(a)
|
incorporated by reference from the Company's Registration Statement on Form S-1/A (Registration No. 333-193791), filed with the SEC on June 27, 2014.
|
(b)
|
incorporated by reference from the Company's Registration Statement on Form S-1 (Registration No. 333-178697), originally filed with the SEC on December 22, 2011.
|
(c)
|
incorporated by reference from the Company's 10-Q Report for the period ending June 30, 2014, originally filed with the SEC on August 14, 2014.
|
(d)
|
incorporated by reference from the Company's form 8-K Report originally filed with the SEC on August 6, 2015.
|
(e)
|
incorporated by reference from the Company's 10-Q Report for the period ending June 30, 2015, originally filed with the SEC on August 6, 2015.
|
(f)
|
incorporated by reference from the Company's form 8-K Report originally filed with the SEC on August 13, 2015.
|
(g)
|
incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on April 15, 2016.
|
(h)
|
incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on May 24, 2016.
|
(i)
|
incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on June 30, 2016.
|
(j)
|
incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on August 8, 2016.
|
(k)
|
incorporated by reference from the Company's Registration Statement on Form S-4 (Registration No. 333-215231), as amended, originally filed with the SEC on December 21, 2016.
|
(l)
|
incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on December 2, 2016.
|
(m)
|
Incorporated by reference to the registrant's Annual Report on Form 10-K, as filed with the SEC on March 29, 2016.
|
(n)
|
Incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on December 31, 2015.
|
(o)
|
Incorporated by reference from the Company's form 8-K Reports originally filed with the SEC on April 15, 2016.
|
(p)
|
Incorporated by reference from American DG Energy's form 8-K Reports originally filed with the SEC on December 28, 2016.
|
|
TECOGEN INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ John N. Hatsopoulos
|
|
Co-Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By:
|
/s/ Benjamin M. Locke
|
|
Co-Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By:
|
/s/ Bonnie J. Brown
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
(Principal Accounting Officer)
|
1 Year Tecogen Chart |
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