UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 23, 2023 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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| (Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report.)
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
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| Item 4.01 | Change in Registrant’s Certifying Accountant. |
Resignation of Prior Public Accounting Firm Due to Business Combination
Engagement of New Public Accounting Firm
On October 17, 2023, Encision, Inc. (“Encision” or the “Company”) was notified that Gries & Associates, LLC (“Gries”), the Company’s independent registered public accounting firm, had completed a business combination agreement with GreenGrowth CPAs Inc. (“GreenGrowth”). As a result of this transaction, Gries is resigning its engagement with the Company immediately. The Company’s current Gries audit team is now part of GreenGrowth.
On October 18, 2023, upon the approval of the Company’s Audit Committee, the Company engaged GreenGrowth as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending March 31, 2023 and interim periods.
Gries’ reports on the Company’ financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The report had been prepared assuming that the Company would continue as a going concern and included an explanatory paragraph regarding the Company’s ability to continue as a going concern as result of recurring losses and a deficiency in shareholders’ equity.
During the years ended March 31, 2023 and 2022, and the subsequent period through October 17, 2023, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between Encision and Gries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Gries’ satisfaction, would have caused Gries to make reference thereto in its reports on the financial statements for such years; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Gries advised the Company of material weaknesses in its internal control over financial reporting as of March 31, 2023 and 2022.
During the Company’s two most recent fiscal years ended March 31, 2024 and 2023, and the subsequent interim period through the date of its engagement, the Company did not consult with GreenGrowth regarding either of the following: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and GreenGrowth did not provide a written report or oral advice on any accounting, auditing or financial reporting issue that GreenGrowth 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 and the related instructions, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Gries with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Gries furnish a letter addressed to the Securities and Exchange Commission stating whether Gries agrees with the statements made herein. A copy of Gries’s letter dated October 23, 2023 is filed as Exhibit 16.1.
The Company provided GreenGrowth with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that GreenGrowth furnish a letter addressed to the Securities and Exchange Commission stating whether GreenGrowth agrees with the statements made herein. A copy of GreenGrowth’s letter dated October 23, 2023 is filed as Exhibit 16.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 16.1 | ||
| 16.2 | Letter from GreenGrowth CPAs Inc. to the Securities and Exchange Commission, dated October 23, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 23, 2023 | |
| /s/ Mala M Ray | |
| Mala M Ray | |
| Controller | |
| Principal Accounting Officer |
Exhibit 16.1
October 23, 2023
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Encision, Inc. Changes in Registrant’s Certifying Accountant
We have read the statements made by Encision, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of the Current Report on Form 8-K of the Company dated October 23, 2023, and agree with such statements contained therein as they pertain to our firm.
We have no basis to agree or disagree with any other statements of the Company in such Report.
Sincerely,
/s/ Gries & Associates, LLC
Gries & Associates, LLC
Denver, Colorado
PCAOB # 6778
Exhibit 16.2
October 23, 2023
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Encision, Inc. Changes in Registrant’s Certifying Accountant
We have read the statements made by Encision, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of the Current Report on Form 8-K of the Company dated October 23, 2023, and agree with such statements contained therein as they pertain to our firm.
We have no basis to agree or disagree with any other statements of the Company in such Report.
Sincerely,
/s/ GreenGrowth CPAs Inc.
GreenGrowth CPAs Inc.
Los Angeles, California
PCAOB # 6580
Cover |
Oct. 17, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 17, 2023 |
| Entity File Number | 001-11789 |
| Entity Registrant Name | ENCISION, INC. |
| Entity Central Index Key | 0000930775 |
| Entity Tax Identification Number | 84-1162056 |
| Entity Incorporation, State or Country Code | CO |
| Entity Address, Address Line One | 6797 Winchester Circle |
| Entity Address, City or Town | Boulder |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80301 |
| City Area Code | 303 |
| Local Phone Number | 444-2600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, no par value |
| Trading Symbol | ECIA |
| Entity Emerging Growth Company | false |