Tecogen (TGEN) wipes out $1M director debt, saving future interest

Rhea-AI Filing Summary

Tecogen Inc. reported that its Audit Committee approved the early repayment of two promissory notes held by director John N. Hatsopoulos with an aggregate principal of $1,000,000. These notes, dated October 2023 and July 2024 with interest rates of 5.12% and 5.06%, had both been amended to mature on July 31, 2026.

The October note was prepaid on September 3, 2025 and the July note on September 4, 2025, for total payments of $1,076,955.62, including aggregate interest of $76,955.62. By repaying these notes, Tecogen eliminated all of its outstanding debt and avoided approximately $46,159 of additional interest expenses that would have accrued through the original maturity date.

Positive

• Debt-free balance sheet: Repayment of the two promissory notes eliminated all of Tecogen’s outstanding debt, simplifying its capital structure.
• Interest cost savings: Early repayment avoids approximately $46,159 in future interest that would have accrued through the notes’ July 31, 2026 maturity.

Negative

• None.

Insights

Capital structure and credit analyst

Tecogen eliminated all outstanding debt and reduced future interest costs.

Tecogen Inc. prepaid two related-party promissory notes with an aggregate principal of $1,000,000, which had carried interest rates of 5.12% and 5.06% and shared a revised maturity of July 31, 2026. The Audit Committee approved the transaction under its related-person policy, highlighting governance oversight of dealings with director John N. Hatsopoulos.

Total payments on September 3–4, 2025 were $1,076,955.62, including $76,955.62 of interest. The company states that this fully eliminated its outstanding debt and avoids approximately $46,159 of additional interest that would have been incurred if the notes ran to maturity. The net effect is a cleaner balance sheet and lower future interest burden, with overall impact depending on Tecogen’s cash position and alternative uses for the funds, which are not detailed here.

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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): September 2, 2025

TECOGEN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-36103						04-3536131
(Commission File Number)						(IRS Employer Identification No.)

76 Treble Cove Road, Building 1

North Billerica, Massachusetts 01862

(Address of Principal Executive Offices and Zip Code)

(781) 466-6400

(Registrant's telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class			Trading Symbol			Name of exchange on which registered
Common Stock, $0.001 par value per share			TGEN			NYSE American, LLC

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

Section 8 - Other Events

Item 8.01 Other Events

On September 2, 2025, in accordance with its Policy and Procedures Governing Related Person Transactions, the Audit Committee of Tecogen Inc., a Delaware corporation (“Company”) approved the prepayment by the Company of two promissory notes in favor of John N. Hatsopoulos, a director of the Company, in the aggregate principal amount of $1 million, together with interest accrued thereon through the dates the promissory notes are repaid.

The promissory notes to be prepaid consist of: (i) a promissory note dated October 10, 2023 in the principal amount of $500,000 with interest accruing at an annual rate of 5.12%, as amended on March 31, 2024 and on February 18, 2025 (the “October 2023 Note”), and (ii) a promissory note dated July 23, 2024 in the principal amount of $500,000 with interest accruing at an annual rate of 5.06%, as amended on February 18, 2025 (the “July 2024 Note”). As amended, both promissory notes have a maturity date of July 31, 2026.

The October 2024 Note was prepaid on September 3, 2025 and the July 2024 Note was prepaid on September 4, 2025. The aggregate payments pursuant to the promissory notes was $1,076,955.62, including aggregate interest in the amount of $76,955.62. Repayment of the promissory notes eliminated the balance of the Company’s outstanding debt, as well as approximately $46,159 of interest charges that would have been payable with respect to the promissory notes between the repayment dates and the maturity dates thereof.

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.

			TECOGEN INC.
						By: /s/ Abinand Rangesh
September 4, 2025						Abinand Rangesh, Chief Executive Officer

FAQ

What debt transaction did Tecogen (TGEN) report in this 8-K?

Tecogen reported that its Audit Committee approved and the company completed early repayment of two promissory notes held by director John N. Hatsopoulos with total principal of $1,000,000.

How much did Tecogen pay to retire the promissory notes?

Tecogen made aggregate payments of $1,076,955.62, which included principal of $1,000,000 and aggregate interest of $76,955.62.

What were the interest rates and maturity dates of Tecogen’s notes?

The October 2023 note carried interest of 5.12% annually and the July 2024 note carried 5.06% annually. As amended, both were scheduled to mature on July 31, 2026 before being prepaid.

When did Tecogen prepay the related-party promissory notes?

The October note was prepaid on September 3, 2025 and the July note was prepaid on September 4, 2025, following Audit Committee approval on September 2, 2025.

How does this transaction affect Tecogen’s outstanding debt?

Tecogen states that repayment of these promissory notes eliminated the balance of the company’s outstanding debt.

How much future interest expense does Tecogen expect to avoid?

By prepaying the notes, Tecogen expects to avoid approximately $46,159 of interest charges that would have been payable between the repayment dates and the July 31, 2026 maturity.