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): December 10, 2021  (December9, 2021)

ENCISION, INC.

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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.

Exhibit 16.1

December 9, 2021

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Commissioners:

On December 9, 2021, we resigned as the independent registered public accounting firm for Encision, Inc. (the Company).

We have read the Company’s disclosure set forth in Item 4.01, “Change in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K, and are in agreement with the disclosures in the referenced Current Report, insofar as they pertain to our firm. We have not been requested to, nor are we providing any representations related to the other disclosures included in this Form 8-K.

Very truly yours,

/s/ Eide Bailly LLP

Eide Bailly LLP