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Washington, D.C. 20549



Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 23, 2024  (April 17, 2024)



(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  




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 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.


  Item 5.02 (a) Resignation of Existing Director.


David Newton retired and resigned from the board of directors of Encision, Inc. (the “Company”) on April 17, 2024. This resignation was not the result of any dispute or disagreement with the Company on any matter relating to the operations, policies or practices of the Company


  Item 5.02 (d) Appointment of New Director.


Effective April 17, 2024, the Company’s board of directors appointed Robert H. Fries as a new director of the Company. Mr. Fires fills the current board vacancy created by the resignation of David Newton. Mr. Fries is expected to stand for election by the stockholders at the Company’s 2024 annual stockholder meeting.


Mr. Fries will be an independent director within the meaning of the listing rules for the Nasdaq Capital Market.


Mr. Fries previously served on our board of directors from 2003 through since August 2023. Mr. Fries is a founder and the President of FinanceVision Services, Inc., a finance and tax consulting firm, and has served as a finance executive with a broad range of large public multinational companies. Since 2000, he has provided us with financial and tax consulting services. Mr. Fries is a certified public accountant (inactive). His credentials include an MBA from St. John's University, New York, and a Juris Doctor Degree from Jones School of Law. We believe that Mr. Fries’ financial and business expertise, particularly in the role of finance executive for various large public companies, give him the qualifications and skills to serve as a director.


We expect that Mr. Fries will continue to provide financial and tax consulting services to us in a manner consistent with previous years.


Item 9.01   Financial Statements and Exhibits.


(d) Exhibits.


Exhibit Number    Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).









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.


Date:  April 23, 2024  
  /s/ Mala M Ray
  Mala M Ray
  Principal Accounting Officer