Tecogen registered 4,507,603 common shares for reoffer and resale by selling stockholders, while two trusts holding 3,475,714 shares accepted lock-up restrictions. The arrangement matters to investors because the registration facilitates potential resales, but the trusts’ holdings remain subject to transfer limits, with exceptions for specified transfers, existing plans and qualifying third-party offers.

Key Highlights

  • The lock-up agreements automatically terminate if Tecogen withdraws its resale registration statement.
  • Tecogen registered 4,507,603 common shares for potential reoffer and resale by selling stockholders.
  • Two trusts holding 3,475,714 shares accepted transfer restrictions on August 31, 2026.
  • The restrictions cover sales, transfers, swaps, certain registration filings, and trading-plan dispositions, subject to limited exceptions.

TECOGEN INC. (AMEX: TGEN) registered 4,507,603 shares of common stock for potential reoffer and resale by the selling stockholders identified in its registration statement. Two trusts holding 3,475,714 of those shares also accepted transfer restrictions on August 31, 2026.

Resale Registration Covers Common Stock

The registration applies to common stock with a Par Value of $.001 per share. Tecogen said the registration is intended to facilitate reoffers and resales by the selling stockholders. The trusts agreed not to offer or sell the covered shares, enter into contracts to sell them, engage in swaps, or cause a registration statement, prospectus or related supplement covering such transactions to be filed, subject to limited exceptions. Transfers to trust beneficiaries or transfers required by a divorce or court order can proceed if the recipient accepts the same restrictions.

Lock-Up Rules Include Trading Plans

The trust holders may establish a Rule 10b5-1 trading plan, but no shares may be sold or otherwise disposed of under that plan during the lock-up period. Transfers under a plan entered before the agreements are allowed if the plan is not amended or modified. If that transaction is not completed, the affected shares remain subject to the transfer restrictions. The trusts consented to stop-transfer instructions against noncompliant transfers. They also agreed not to take actions designed to stabilize or manipulate Tecogen’s security price and accepted additional restrictions during company Equity offerings. The agreements end automatically if Tecogen withdraws its resale registration statement.