TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
On March 27, 2018 Tecogen Inc. (the “Company”) entered into a Membership Interest Purchase and Wind-Down Agreement (the “Purchase Agreement”) among the Company, Tedom a.s., a European based heat and power product manufacturer incorporated in the Czech Republic (“Tedom”), Tedom USA Inc., a wholly owned Delaware subsidiary of Tedom (“Tedom USA”) and TTcogen LLC, a Delaware limited liability company (“TTcogen”). The Purchase Agreement follows the mutual agreement of the parties to terminate the joint venture between the Company and Tedom that resulted in the creation of TTcogen, and implements the acquisition by the Company of Tedom USA’s 50% membership interest in TTcogen for a purchase price of One Dollar, plus $72,596.82, which represents a portion of Tedom USA's initial investment in TTCogen, minus certain adjustments.
The Purchase Agreement also grants TTcogen and the Company the exclusive right to market, sell, and distribute Tedom’s Micro T35 combined heat and power equipment within an agreed territory in the northeastern United States under certain conditions, and limits the Company’s right to sell certain competing products. The Company will provide services for Tedom equipment sold by TTcogen or the Company.
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.01 on this Current Report on Form 8-K, which is incorporated herein by reference.
Item 1.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01is hereby incorporated by reference into this Item 1.01.
Item 1.01 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2018, Mr. John Hatsopoulos resigned as Co-Chief Executive Officer of the Company, making Mr. Benjamin Locke the sole Chief Executive Officer of the Company. Mr. Hatsopoulos will continue to serve as a Director of the Company through the end of his current term. As previously agreed with the Company, for a period of three years following his resignation as Co-Chief Executive Officer of the Company, Mr. Hatsopoulos will continue to advise the Company’s Board of Directors and Chief Executive Officer regarding financing and investor relations matters.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits relating to Item 1.01, and 2.01 shall be deemed filed with this Current Report on Form 8-K:
ExhibitDescription
TECOGEN INC. ExhibitEX-10.01 2 membershipinterestpurcha.htm EXHIBIT 10.01 membershipinterestpurcha
Membership Interest Purchase and Wind-Down Agreement
between
Tedom USA Inc.,…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.
