TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Completion of Acquisition or Disposition of Assets

TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 9.01 Completion of Acquisition or Disposition of Assets

On May 22, 2017, Tecogen Inc (the "Company") filed a Current Report on Form 8-K reporting that on May 18, 2017, to the Agreement and Plan of Merger, dated as of November 1, 2016 (as subsequently amended, the “Merger Agreement”), among the Company, Tecogen.ADGE Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and American DG Energy Inc., a Delaware corporation (“ADGE”), Merger Sub merged with and into ADGE (the “Merger”). At the effective time of the Merger, the separate corporate existence of Merger Sub ceased, and ADGE continued as the surviving corporation in the Merger and as a wholly-owned subsidiary of Tecogen.

This Form 8-K/A amends the Form 8-K filed by the Company on May 22, 2017 to include the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01. Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

The financial statements included in the following reports are hereby incorporated by reference into this Form 8-K/A:

(i) The ADGE audited consolidated financial statements for the years ended December 31, 2016 and December 31, 2015 (incorporated by reference to ADGE's Form 10-K filed with the U.S. Securities & Exchange Commission ("SEC") on March 21, 2017 (SEC File No. 001-34493)).

(ii) The ADGE unaudited condensed consolidated financial statements for the three months ended March 31, 2017 (incorporated by reference to ADGE's Form 10-Q filed with the SEC on March 21, 2017 (SEC File No. 001-34493)).

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information for the year ended December 31, 2016, as included in the Company's registration statement on Form S-4 (as amended) filed by the Company with the SEC on March 24, 2017 (Registration No. 333-215231) is hereby incorporated by reference into this Form 8-K/A.

The following unaudited pro forma condensed consolidated financial information is attached as Exhibit 99.1 to this Form 8-K/A and incorporated by reference into this Form 8-K/A:

(i)Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2017; and

(ii)Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months ended March 31, 2017.

(iii) Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

FORWARD-LOOKING STATEMENTS

Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of management of Tecogen regarding, among other things, the Merger and the business of Tecogen and ADGE, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the possibility that the anticipated benefits from the Merger may not be realized or may take longer to realize than expected; (2) unexpected costs or unexpected liabilities that may arise from the transactions contemplated by the Merger Agreement; (3) each of Tecogen’s and ADGE’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments; (4) increases in each of Tecogen’s and ADGE’s cost of borrowing as a result of changes in interest rates and other factors; (5) each of Tecogen’s and ADGE’s ability to pay down, refinance, restructure and/or extends its indebtedness as it becomes due; (6) the outcome of any legal proceedings instituted against Tecogen or ADGE or any of their related parties following the completion of the Merger; (7) the nature and extent of future competition; (8) changes in general economic conditions and/or economic conditions in the markets in which each of Tecogen and ADGE may, from time to time, compete and the effect of those changes on the Tecogen’s and ADGE’s revenues and Tecogen’s ability to access the capital markets or other sources of funds; and (9) and other factors described in Tecogen’s and ADGE’s filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section in Tecogen’s and ADGE’s respective annual reports on Form 10-K for the year ended December 31, 2016. Other risks associated with the transaction with ADGE are also discussed in the definitive joint proxy statement/prospectus that Tecogen filed with the SEC to Rule 424B3 on April 27, 2017 and that ADGE filed with the SEC on Schedule 14A on April 28, 2017, in each case in connection with the Merger.

(d)Exhibits

The registrant hereby files the following exhibits:

TECOGEN INC. ExhibitEX-99.1 2 ex991-tgenadgeproxforma.htm PRO-FORMA Exhibit Unaudited Pro Forma Condensed Combined Financial InformationOn May 18,…To view the full exhibit click here
About TECOGEN INC. (NASDAQ:TGEN)
Tecogen Inc. designs, manufactures, sells and maintains cogeneration products, including combined heat and power (CHP), air conditioning systems and water heaters for residential, commercial, recreational and industrial use. The Company is engaged in the business of manufacturing and supporting CHP products based on engines fueled by natural gas. The Company manufactures over three types of CHP products, such as cogeneration units that supply electricity and hot water, chillers that provide air-conditioning and hot water, and water heaters. Its commercial product line includes the InVerde, InVerde e+ and TECOGEN cogeneration units; TECOCHILL chillers; Ilios high-efficiency water heaters, and Ultera emissions control technology. Its customers include hospitals and nursing homes, hotels and motels, office and retail buildings, and military installations. Its cogeneration systems and chillers use the engine, the TecoDrive 7400 model.