SEC Comment Letter for TECOGEN INC. (TGEN) (CIK 0001537435) (TGEN) — Jun 17, 2014
TECOGEN INC. (TGEN) (CIK 0001537435)
Date: June 17, 2014 · CIK: 0001537435 · Accession: 0000000000-14-030819
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-193791
Referenced dates: February 27, 2014
Letter
June 17 , 2014 Via E -mail Bonnie Brown Chief Financial Officer Tecogen Inc. 45 First Avenue Waltham, MA 02451
Re: Tecogen Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 16, 2014 File No. 333-193791
Dear Ms. Brown :
We have reviewed your amended registration statement and have the following comments .
Principal and Selling Shareholders, page 52
1. We note your response to comments five and six in our letter dated February 27, 2014. It does not appear that you have revised the principal and selling shareholders section of your registration statement as requested. Please advise.
2. We note your respon se to comment seven in our letter dated February 27, 2014. You indicate that you have revised your disclosure and “provided footnotes” as requested. However, it does not appear that you have identified by footnote or otherwise the natural person or perso ns who exercise sole or shared voting and/or dispositive powers with respect to the shares being offered for sale by the selling shareholders. For example, there is no information provided for Prime World, Inc. or Seville Enterprises LP. We reissue comme nt seven in our letter dated February 27, 2014.
You may contact Kamyar Daneshvar, Staff Attorney, at (202) 551 -3787 or Craig Slivka, Special Counsel, at (202) 551 -3729 with any questions.
Sincerely,
/s/ Craig Slivka, for
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June 17 , 2014 Via E -mail Bonnie Brown Chief Financial Officer Tecogen Inc. 45 First Avenue Waltham, MA 02451 Re: Tecogen Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 16, 2014 File No. 333-193791 Dear Ms. Brown : We have reviewed your amended registration statement and have the following comments . Principal and Selling Shareholders, page 52 1. We note your response to comments five and six in our letter dated February 27, 2014. It does not appear that you have revised the principal and selling shareholders section of your registration statement as requested. Please advise. 2. We note your respon se to comment seven in our letter dated February 27, 2014. You indicate that you have revised your disclosure and “provided footnotes” as requested. However, it does not appear that you have identified by footnote or otherwise the natural person or perso ns who exercise sole or shared voting and/or dispositive powers with respect to the shares being offered for sale by the selling shareholders. For example, there is no information provided for Prime World, Inc. or Seville Enterprises LP. We reissue comme nt seven in our letter dated February 27, 2014. You may contact Kamyar Daneshvar, Staff Attorney, at (202) 551 -3787 or Craig Slivka, Special Counsel, at (202) 551 -3729 with any questions. Sincerely, /s/ Craig Slivka, for Pamela Long Assistant Director Bonnie Brown Tecogen Inc. June 17 , 2014 Page 2 cc: Edwin L. Miller (via e -mail) Sullivan & Worcester LLP