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): August 13, 2015 (August 7, 2015)


TECOGEN INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

333-178697
 
04-3536131
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
45 First Avenue
 
 
Waltham, Massachusetts
 
02451
(Address of Principal Executive Offices)
 
(Zip Code)


(781) 622-1120
(Registrant's telephone number, including area code)
  
_______________________________________________
 

 
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))





Item 1.01.
Entry into a Material Definitive Agreement.
On August 7, 2015, Tecogen Inc., (the "Company"), entered into the first amendment (the "Amendment") with American DG Energy, Inc. to the Facilities, Support Services, and Business Agreement dated August 8, 2014 (the "Existing Agreement") between the Company and American DG Energy Inc. The Amendment changes the Existing Agreement by: (1) Increasing the term of the Existing Agreement from 1 year to 2 years; and (2) causing the Existing Agreement to automatically renew month to month until terminated in writing by either party.



Item 9.01    Financial Statements Exhibits

(d) Exhibits.
Exhibit No.
Description of Exhibit
10.30
First amendment to the Facilities and Support Services Agreement between American DG Energy Inc. and Tecogen Inc., dated Aug 7, 2015.





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/ David A. Garrison
August 13, 2015
 
David A. Garrison, Chief Financial Officer



Exhibit 10.30

August 7, 2015
Gabriel J. Parmese
Chief Financial Officer
American DG Energy
45 First Ave
Waltham, MA 02451


Dear Mr. Parmese:

The purpose of this letter (the “First Amendment”) is to be the first amendment to the Facilities, Support Services, and Business Agreement dated August 8, 2014 between Tecogen Inc. (the “Lessor”) and American DG Energy Inc. (the “Lessee”, and together the “Parties”) (the “Existing Agreement”).

In consideration of both parties desire to extend the Existing Agreement have the term of the Existing Agreement auto-renew, the parties hereby agree as follows:

1.
The content of section 2 of the Existing Agreement, is completely deleted and replaced with the following: “The term of this agreement shall be for two (2) years and commenced as of the effective date of this agreement (the “Initial Term”). This agreement will automatically be renewed for one month periods after the Initial Term, unless either party gives to the other party notice of intention to terminate or modify the Agreement at least five (5) business days prior to the date it terminates or expires”.

2.
Sections 3, 4, and 5 of the Existing Agreement are hereby incorporated by reference into this First Amendment as if they were written in the First Amendment and applied to the First Amendment.

3.
If any term or provision of this First Amendment t is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this First Amendment or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this First Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. Except as amended by this First Amendment, the Existing Agreement continues unchanged and in full force. This First Amendment, together with the Existing Agreement and all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this First Amendment with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Each party, by their signature below of their authorized representative, hereby acknowledges that they have read this First Amendment, understands it, and agree to be bound by its terms and conditions.

[Signature page to follow]


Exhibit 10.30


To indicate your agreement to these amendments, please sign this letter and the enclosed duplicate original in the space provided at the end of these letter. In addition, please return one original to the Lessor in the enclosed, self-addressed envelope.


This First Amendment is entered into as of the day and year first written above.


/s/ David A. Garrison              /s/ Gabriel Parmese
Lessor ( Signature )                  Lessee ( Signature )

David A. Garrison, Tecogen CFO      Gabriel Parmese, ADGE CFO
( Printed name and title )              ( Printed name and title )