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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): December 10, 2021 (December
9, 2021)
ENCISION, INC.
(Exact
name of registrant as specified in its charter)
| Colorado |
001-11789 |
84-1162056 |
| (State or other jurisdiction of incorporation) |
(Commission File
Number) |
(I.R.S. Employer Identification
No.) |
| |
|
|
| 6797
Winchester Circle, Boulder, Colorado |
80301 |
| (Address
of principal executive offices) |
(Zip Code)
|
| (303)
444-2600 |
| (Registrant’s
telephone number, including area code) |
| |
(Former name or former address, if changed since last report.)
|
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 (see General Instruction A.2. below):
|
|
| ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
| ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Common
Stock, no par value |
|
ECIA |
|
OTC
Bulletin Board |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01 | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT. |
Former Independent Registered Public Accounting Firm
On December 9, 2021, Eide Bailly LLP resigned as the independent registered
public accounting firm of Encision, Inc. (the “Company”), effective immediately. The audit committee approved this resignation.
The audit reports of Eide Bailly LLP on the Company’s financial statements
as of and for the years ended March 31, 2021 and 2020 contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent years ended March 31, 2021 and
2020, and for the subsequent interim period through September 30, 2021, the Company had no “disagreements” (as described in
Item 304(a)(1)(iv) of Regulation S-K) with Eide Bailly LLP on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Eide Bailly LLP, would have caused it to make
reference in connection with its opinion to the subject matter of the disagreements.
During the Company’s two most recent years ended March 31, 2021 and
2020, and for the subsequent interim period through September 30, 2021, there was no “reportable event”, as that term is defined
in Item 304(a)(1)(v) of Regulation S-K, and the instructions related thereto.
In accordance with Item 304(a)(3) of Regulation S-K, the Company furnished
Eide Bailly LLP with a copy of this Current Report on Form 8-K on December 9, 2021, providing Eide Bailly LLP with the opportunity
to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein in
response to Item 304(a) of Regulation S-K and if not, stating the respects in which it does not agree. Attached and incorporated by reference
as Exhibit 16.1 is a copy of Eide Bailly LLP’s letter addressed to the SEC relating to the statements made by the Company in this
report.
New Independent Registered Public Accounting Firm
Effective December 9, 2021, in connection with the resignation of Eide
Bailly LLP, upon the approval of its board of directors, the Company engaged Gries and Associates, LLC (“Gries and Associates”)
as its new independent registered public accounting firm to audit and review the Company’s financial statements, effective immediately.
The audit committee approved this engagement.
During the Company’s two most recent years ended March 31, 2021 and
2020, and for the subsequent interim period through September 30, 2021, neither the Company nor anyone on its behalf consulted Gries and
Associates regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or on the
type of audit opinion that might be rendered on the financial statements of the Company, and neither a written report nor oral advice
was provided to the Company that Gries and Associates concluded was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined
in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
SIGNATURES
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.
| |
ENCISION, INC. |
| |
(Registrant) |
| |
|
| Date: December
10, 2021 |
|
| |
/s/ Mala M Ray |
| |
Mala M Ray |
| |
Controller |
| |
Principal Accounting Officer |
