TECOGEN INC.

Previous wording

In addition to the risks described below, you should carefully consider the factors discussed under "Item1A - Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2024 ("2024 Form 10-K") and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (“March 31, 2025 Form 10-Q”). The risks discussed in our 2024 Form 10-K and in our March 31, 2025 Form 10-Q could materially affect our business, financial condition and future results. The risks described in our 2024 Form 10-K and in our March 31, 2025 Form 10-Q and the risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.

Current wording

In addition to the risks described below, you should carefully consider the factors discussed under "Item1A - Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2024 ("2024 Form 10-K") and in our Quarterly Report on Form 10-Q for the quarters ended March 31 and June 30, 2025 (“March 31 and June 30, 2025 Forms 10-Q”). The risks discussed in our 2024 Form 10-K and in our March 31 and June 30, 2025 Forms 10-Q could materially affect our business, financial condition and future results. The risks described in our 2024 Form 10-K and in our March 31, 2025 and June 30, 2025 Forms 10-Q and the risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.

Previous wording

We incurred a net loss of $2,124,027 during the six months ended June 30, 2025, compared to a loss of $2,643,763 in the same period in 2024. We have a history of incurring losses from our operations and there can be no assurance we will be able to increase our revenues, manage our expenses and cash flows, and become profitable in the future.

Current wording

We incurred a loss from operations of$4,106,810 during the nine months ended September 30, 2025, compared to a loss from operations of$3,397,075 in the same period in 2024. We have a history of incurring losses from our operations and there can be no assurance we will be able to increase our revenues, manage our expenses and cash flows, and become profitable in the future.

Previous wording

We incurred a net loss of $2,124,027 during the six months ended June 30, 2025, compared to a net loss of $2,643,763 in the six months ended June 30, 2024. Historically, we have incurred net losses, including a net loss of $4,760,238 for the year ended December 31, 2024, and, as of June 30, 2025, we had an accumulated deficit of $49,763,921. Our business is capital intensive and, because our products are built to order with customized configurations, the lead time to build and deliver a unit can be significant. We may be required to purchase key components long before we can deliver a unit and receive payment. Changes in customer orders or lack of demand may also impact on our profitability. There can be no assurance we will be able to increase our sales and achieve and sustain profitability in the future. Our cash flows from operations are insufficient to fund our business and, currently, we are reliant upon financing provided by related parties to help fund our operations.

Current wording

We incurred a loss from operations of $4,106,810 during the nine months ended September 30, 2025, compared to a loss from operations of $3,397,075 in the nine months ended September 30, 2024. Historically, we have incurred losses from operations, including a loss of $4,760,238 in the year ended December 31, 2024, and, as of September 30, 2025, we had an accumulated deficit of $51,894,868. Our business is capital intensive and, because our products are built to order with customized configurations, the lead time to build and deliver a unit can be significant. We may be required to purchase key components long before we can deliver a unit and receive payment. Changes in customer orders or lack of demand may also impact our profitability. There can be no assurance we will be able to increase our sales and achieve and sustain profitability in the future.

Previous wording

Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets, and our stock price may be adversely affected.

Current wording

If we identify further deficiencies in our internal control over financial reporting in the future or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets, and our stock price may be adversely affected.