SEC Comment Letter for TECOGEN INC. (TGEN) (CIK 0001537435) (TGEN) — Sep 15, 2015
TECOGEN INC. (TGEN) (CIK 0001537435)
Date: Sept. 15, 2015 · CIK: 0001537435 · Accession: 0000000000-15-045568
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-205147
Letter
Mail Stop 4631 September 14, 2015 Via E -mail Michael S. Rispin Corporate & Securities Counsel Tecogen Inc. 45 First Avenue Waltham, MA 02451
Re: Tecogen Inc. Amendment No. 1 to Re gistration Statement on Form S -3 Filed September 1, 2015 File No. 333-205147
Dear Mr. Rispin :
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not bel ieve an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our July 16, 2015 letter .
General
1. Please provide the req uested Tandy representations in your next response letter.
Auditor’s Consent
2. Please amend your filing to provide a consent from McGladrey LLP that properly identifies the date of their report contained in your 2014 Form 10 -K, which you incorporate by reference into your Form S -3.
Michael S. Rispin Tecogen Inc. September 14, 2015 Page 2
You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or Jeanne Baker, Assistant Chief Accountant, at (202) 551 -3691 if you have questions regarding comments on the financial statements and re lated matters. Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754 or me at (202) 551 -3765 with any other questions.
Sincerely,
/s/ Pamela Long
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Mail Stop 4631
September 14, 2015
Via E -mail
Michael S. Rispin
Corporate & Securities Counsel
Tecogen Inc.
45 First Avenue
Waltham, MA 02451
Re: Tecogen Inc.
Amendment No. 1 to Re gistration Statement on Form S -3
Filed September 1, 2015
File No. 333-205147
Dear Mr. Rispin :
We have reviewed your amended registration statement and have the following
comments . In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise , our references to prior comments are to comments in our July 16, 2015 letter .
General
1. Please provide the req uested Tandy representations in your next response letter.
Auditor’s Consent
2. Please amend your filing to provide a consent from McGladrey LLP that properly identifies
the date of their report contained in your 2014 Form 10 -K, which you incorporate by
reference into your Form S -3.
Michael S. Rispin
Tecogen Inc.
September 14, 2015
Page 2
You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or Jeanne Baker,
Assistant Chief Accountant, at (202) 551 -3691 if you have questions regarding comments on the
financial statements and re lated matters. Please contact Asia Timmons -Pierce, Staff Attorney, at
(202) 551 -3754 or me at (202) 551 -3765 with any other questions.
Sincerely,
/s/ Pamela Long
Pamela Long
Assistant Director
Office of Manufacturing and
Construction
cc: Benjamin Armou r (via email )
Sullivan & Worcester LLP