8-K

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): May 15, 2014

TECOGEN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-36103	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 2.02. Results of Operations and Financial Condition.

On May 15, 2014, the registrant announced its financial results for the three months endedMarch 31, 2014. On May 15, 2014, the registrant issued a press release to investors for the three months endedMarch 31, 2014, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

The registrant hereby furnishes the following exhibit:

Exhibit 99.1 – Press release, dated May 15, 2014, for the three months endedMarch 31, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on May 15, 2014.

TECOGEN, Inc.

By:     /s/ Bonnie J. Brown

Bonnie J. Brown

Chief Financial Officer

EX-99.1

Exhibit 99.1

press release

For further information contact:

John N. Hatsopoulos

P: 781-622-1120

E: jhatsopoulos@tecogen.com

Tecogen Announces First Quarter Earnings

Backlog rises to $11 million

WALTHAM, Mass., May 15, 2014, Tecogen Inc., a manufacturer and installer of high efficiency, Ultra-clean combined heat and power products including natural gas engine-driven cogeneration, air conditioning systems, and high-efficiency water heaters for industrial and commercial use, reported revenues of $4,215,757 in the first quarter of 2014, compared to $4,046,318 for the same period in 2013, an increase of 4.2%.

Major Highlights:

Financial

• Sales backlog of equipment and installations was $11 million at the end of the first quarter.

• Gross profit for the three months ended March 31, 2014 were $1,426,226 compared to $1,111,964 for the same period in 2013, an increase of 28.3%.

• Gross margins improved to 34% from 27% for the quarter ended March 31, 2014 compared to the same period in 2013.

• Gross margins improved to 35% for equipment sales and 39% for installation and maintenance services, from gross margins of 32% and 36% in the 4th quarter, respectively. This margin improvement was despite difficult installations in new markets.

• Operating Expenses grew to $2,473,746 from $2,071,073 with increased expenses related to sales and research and development. The increase included customer development costs, higher research and development expense, and administrative expense increases associated with taking the company public.

• Net loss for the three months ended March 31, 2014 was $1,020,045 compared to $860,393 for the same period in 2013. Our goal is for operations to be profitable by year end.

• Net loss per share was $0.07 for the three months ended March 31, 2014 and 2013.

Sales & Operations

• 86% of units sold will be serviced under our factory maintenance agreements.

• 66% of all unit sales were sold as turnkey installations which include components and engineering services in addition to the base unit.

• Tecogen presented the Ultra Retrofit Kit product line, featuring Tecogen’s patented Ultra-low emissions technology, to the municipal water districts of southern California during a professionally accredited seminar hosted by the Southern California Gas Company.  Success with the pilot retrofit project on a natural gas engine driven water pump in the Eastern Municipal Water District was discussed.

• Tecogen introduced the Water Sourced Ilios Heat Pump at the annual International Air-Conditioning, Heating, Refrigeration Exposition held in New York City in January.  This unit offers both hot water and chilled water simultaneously, therefore increasing savings even more than the air sourced unit. It can also use low-grade waste heat as well as geothermal/groundwater as a “free” energy source.

About Tecogen

Tecogen manufactures, installs and maintains high efficiency, Ultra-clean Combined Heat and Power products including natural gas engine-driven cogeneration, air conditioning systems, and high-efficiency water heaters for industrial and commercial use. Tecogen has shipped more than 2,000 units, supported by an established network of engineering, sales, and service personnel across the United States. For more information, please visit www.tecogen.com.

FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Important factors could cause actual results to differ materially from those indicated by such forward-looking statements, as disclosed on the Company's website and in Securities and Exchange Commission filings. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

Tecogen Media Contact Information:

Melinda M. Furse

Tecogen Inc.

P: 781-466-6444

E: melinda.furse@tecogen.com

Tecogen Investor Contact Information:

John N. Hatsopoulos

P: 781-622-1120

E: jhatsopoulos@tecogen.com