SEC Comment Letter for TECOGEN INC. (TGEN) (CIK 0001537435) (TGEN) — Jul 12, 2016
TECOGEN INC. (TGEN) (CIK 0001537435)
Date: July 12, 2016 · CIK: 0001537435 · Accession: 0000000000-16-084032
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212433
Letter
Mail Stop 4631 July 12 , 2016 Via E -mail Michael Rispin Tecogen Inc. 45 First Avenue Waltham, Massachusetts 02451
Re: Tecogen Inc. Registration Statement on Form S-3 Filed July 7, 2016 File No. 333-212433
Dear Mr. Rispin :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of t he effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclos e the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the ad equacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the Unit ed States.
Michael Rispin Tecogen Inc. July 12 , 2016 Page 2
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are a ware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Chris Ronne, Staff Attorney, at (202) 551 -6156 or me at (202) 551 -3397 with any questions.
Sincerely,
/s/ Jay Ingram
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Mail Stop 4631 July 12 , 2016 Via E -mail Michael Rispin Tecogen Inc. 45 First Avenue Waltham, Massachusetts 02451 Re: Tecogen Inc. Registration Statement on Form S-3 Filed July 7, 2016 File No. 333-212433 Dear Mr. Rispin : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of t he effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclos e the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the ad equacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the Unit ed States. Michael Rispin Tecogen Inc. July 12 , 2016 Page 2 Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are a ware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Chris Ronne, Staff Attorney, at (202) 551 -6156 or me at (202) 551 -3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief Office of Manufacturing and Construction Cc: Edwin Miller, Esq. Benjamin Armour, Esq. William Hanson, Esq.