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EX-99.01 - EXHIBIT 99.01 - TECOGEN INC.tecogentransitiontootc.htm


 

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: May 29, 2020
tecogenlogorgba28.jpg
TECOGEN INC. (NASDAQ: TGEN)
(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.)
 
 
 
45 First Avenue
 
 
Waltham, Massachusetts
 
02451
(Address of Principal Executive Offices)
 
(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, $.001 par value per share
TGEN
NASDAQ
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. ¨






Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 29, 2020 Tecogen Inc. (the "Company") delivered a letter to The NASDAQ Stock Markets LLC ("NASDAQ") notifying NASDAQ that the Company has elected to voluntarily de-list its shares from NASDAQ, deregister its shares under Section 12(b) of the Securities Exchange Act, and have its shares quoted for trading on OTC Markets Group Inc.'s OTCQX Best Markets. The Company also issued a press release on May 29, 2020 titled "Tecogen to Transition Listing of Shares to OTC Markets" describing the transition from NASDAQ to OTC Markets and the reasons for the transition. The press release is being filed as Exhibit 99.01 and incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
The following exhibit relating to Item 3.01 is filed with this Current Report on Form 8-K:

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/ Benjamin Locke
May 29, 2020
 
Benjamin Locke, Chief Executive Officer