Tecogen Inc美股招股说明书(2025-07-21版)

stock on the NYSE American on July 17, 2025, was $5.78 per share. We are a smaller reporting company under Rule 405 of Regulation S-K under the Securities Act of 1933, as amended(“Securities Act”), and, as such,have elected to comply with certain scaled or reduced public company disclosure requirements for this prospectus and the documents incorporated herein by reference. Public offering price $5.00$17,500,000Underwriting Discounts and Commissions (1)$0.35$Proceeds, before expenses, to us$4.65$16,275,000 The underwriters expect to deliver the shares of common stock against payment in New York, New York, on or about July 21, 2025. Roth Capital PartnersThe date of this prospectus is July 18, 2025. ……………………………………………………………………... Executive Officer and Director Compensation................................................................Certain Relationships and Related Transactions...............................................................Description of Securities We Are Offering.....................................................................Description of Our Capital Stock..................................................................................Underwriting............................................................................................................Certain United States Federal Income Tax Considerations.................................................Legal Matters..............................................................................................................................................................................................................................Additional Information..............................................................................................Incorporation of Documents by Reference.....................................................................Disclosure of Commission Position on Indemnification for Securities Act Liabilities.............This prospectus is a part of a Registration Statement on Form S-1 that we filed with the SEC under the Securities Act which includesexhibits that provide more information regarding the matters discussed in this prospectus. This prospectus provides you with a generaldescription of us and the shares we are offering. Also, we incorporate by reference into this prospectus certain documents and other anyone in any jurisdiction or under any circumstance in which such an offer or solicitation is not authorized or is unlawful. Recipientsmust not distribute this prospectus into jurisdictions where such distribution would be unlawful.For investors outside the United States, we are offering to sell, and seeking offers to buy, shares of our common stock only injurisdictions where offers and sales are permitted. Neither we nor any of the underwriters have done anything that would permit thisoffering or possession or distribution of this prospectus in any jurisdiction where 2 action for that purpose is required, other than in the United States. You are required to inform yourself about, and observe anyrestrictions relating to, this offering and the distribution of this prospectus outside the United States. Delaware corporation, and its subsidiaries.Our logo, trademarks and service marks are the property of Tecogen. Other trademarks or service marks appearing in this prospectusare the property of their respective holders. Solely for convenience, the trademarks, service marks, trade names and copyrights referredto in this prospectus may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statementswithin the meaning of Section 27A of the Securities Act, Section 21E of the identified by the use of forward-looking terminology such as"believe," "expect," "anticipate," "intend," "plan," "estimate," "project,""target," "potential," "will," "should," “seek,” "could," "likely," "may," “pro forma,” “anticipate,” “continue,”or other variationsthereof (including their use in the negative), or by discussions of strategies, plans or intentions.All statements, other than statements ofhistorical fact included in, or incorporated by reference into, this prospectus regarding our strategy, future operations, future financialposition, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. the discussions of important risk factors that could cause such differences, including risks relating to this offering and ownership ofour securities described in “Risk Factors”below, and the risk factors more fully described in our Annual Report on Form 10-K for theyear ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, including the•our operating history is characterized by losses;•we may need to raise additional financing if we experience a period of significant gro