TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement
By unanimous written consent on October 24, 2017, the shareholders of Tecogen Inc.'s (the "Company") joint venture, Ultra Emissions Technologies S.ar.L, ("Ultratek"), voted to dissolve Ultratek, thus terminating the joint venture agreement dated December 28, 2015 ("JVA") and the license agreement between the Company and Ultratek, dated December 28, 2015 ("License Agreement"). The terms of the JVA, the terms of the License Agreement, and the creation of Ultratek were each disclosed in the Company's current report on Form 8-K filed with the SEC on December 31, 2015, which disclosure is hereby incorporated by reference (the "Prior Disclosure").
to the unanimous shareholder consent dissolving Ultratek, the Company will be receiving its full $2,000,0000 investment into Ultratek back upon the completion of the liquidation process. Further, upon termination of the License Agreement all intellectual property licensed by the Company to Ultratek immediately reverted back to the Company. The Company has also agreed to purchase all of the assets of Ultratek upon its dissolution, including new intellectual property that Ultratek developed, for $400,000.
The discussion of the terms of the JVA and the License Agreement set forth herein do not purport to be complete and are qualified in their entirety by reference to the Prior Disclosure, including the exhibits filed therewith.
Item 7.01 Regulation FD Disclosure
On October 26, 2017, the Company issued a press release announcing the dissolution of Ultratek, the termination of the JVA, and the termination of the License Agreement. A copy of this press release is attached to this Current Report on form 8-K as exhibit 99.01. The information in this press release shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
The Company hereby furnishes the following exhibit:
Forward-Looking Statements
Except for the historical information contained herein, the matters disclosed herein include forward-looking statements which are the Company’s current views with respect to future events. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from those anticipated by the Company. These risks include the Company’s ability to complete the dissolution of Ultratek and other risks detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s annual report on Form 10-K for the year ended December31, 2016. The Company undertakes no obligation to publicly update or revise any such forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.
TECOGEN INC. ExhibitEX-99.01 2 ultratekdissolutionpressre.htm EXHIBIT 99.01 Exhibit Tecogen Dissolves ULTRATEK Joint VentureTo receive $2.0 Million in cash and purchase 100% of all JV assets,…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.
