Form 8-K - Current report
15 Juli 2024 - 4:59PM
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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): July
15, 2024
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 2.02 Results of Operations and Financial
Condition.
On July 15, 2024, Encision, Inc. issued a press release announcing its
fourth quarter financial results for the quarter ended March 31, 2024. The full text of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-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: July
15, 2024 |
|
|
/s/ Mala M Ray |
|
Mala M Ray |
|
Controller |
|
Principal Accounting Officer |
Exhibit 99.1
July 15, 2024
Encision Reports Fourth Quarter Fiscal Year
2024 Results
Boulder, Colorado, July 15, 2024 -- Encision Inc.
(PK:ECIA), a medical device company owning patented Active Electrode Monitoring (AEM®) Technology that prevents dangerous radiant
energy burns in minimally invasive surgery, today announced financial results for its fiscal 2024 fourth quarter that ended March 31,
2024.
The Company posted quarterly net revenue of $1.53
million for a quarterly net loss of $409 thousand, or $(0.03) per diluted share. These results compare to net revenue of $1.81 million
for a quarterly net loss of $93 thousand, or $(0.01) per diluted share, in the year-ago quarter. Gross margin on net revenue was 42% in
the fiscal 2024 fourth quarter and 56% in the fiscal 2023 fourth quarter. Gross margin decreased
in the current year’s fourth quarter compared to last year’s fourth quarter due principally to higher material costs and increased
inventory reserves.
The Company posted twelve months
net revenue of $6.59 million for a twelve month net loss of $692 thousand, or $(0.06) per diluted share. These results compare to twelve
months net revenue of $7.35 million for a twelve months net loss of $324 thousand, or $(0.03) per diluted share. Gross margin on net revenue
was 48% in the fiscal 2024 twelve months and 55% in the fiscal 2023 twelve months. Gross margin in the fiscal 2024 twelve months was lower
due to higher material costs and increased inventory reserves.
“Fiscal 2024 presented
significant challenges for us and for the medical device market in general,” said Gregory Trudel, President and CEO of Encision
Inc. “The market has fundamentally changed because of COVID, and as a small medical device company, we constantly have to generate
new ways to engage customers and to drive adoption of our technology. We have had success by offering value added programs that often
convert into selling opportunities and we are targeting select customer segments to increase focus and close rates. We also are fighting
the conversion of standard laparoscopic procedures to those that are using the robot for procedures. We look forward to fiscal 2025 with
a strengthening sales channel, a growing sales pipeline, new collaborative relationships, and a new product introduction that will deliver
AEM™ Shield Technology to high growth surgical procedures.
Encision Inc. designs and markets a portfolio of high-performance
surgical instrumentation that delivers advances in patient safety with AEM technology, surgical performance, and value to hospitals across
a broad range of minimally invasive surgical procedures. Based in Boulder, Colorado, the company pioneered the development and deployment
of Active Electrode Monitoring, AEM technology, to eliminate dangerous stray energy burns during minimally invasive procedures. For additional
information about all our products, please visit www.encision.com.
In accordance with the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, the Company notes that statements in this press release and elsewhere that look
forward in time, which include everything other than historical information, involve risks and uncertainties that may cause actual results
to differ materially from those indicated by the forward-looking statements. Factors that could cause the Company’s actual results
to differ materially include, among others, its ability to develop new or enhanced products and have such products accepted in the market,
its ability to increase net sales through the Company’s distribution channels, its ability to compete successfully against other
manufacturers of surgical instruments, insufficient quantity of new account conversions, insufficient cash to fund operations, delay in
developing new products and receiving FDA approval for such new products and other factors discussed in the Company’s filings with
the Securities and Exchange Commission. Readers are encouraged to review the risk factors and other disclosures appearing in the Company’s
Annual Report on Form 10-K for the year ended March 31, 2024 and subsequent filings with the Securities and Exchange Commission. We do
not undertake any obligation to update publicly any forward-looking statements, whether as a result of the receipt of new information,
future events, or otherwise.
CONTACT: Mala Ray, Encision Inc., 303-444-2600,
mray@encision.com
Encision Inc.
Unaudited Condensed Statements of Operations
(in thousands, except per share information)
| |
Three
Months Ended | | |
Years
Ended | |
| |
March
31, 2024 | | |
March
31, 2023 | | |
March
31, 2024 | | |
March
31, 2023 | |
Product revenue | |
$ | 1,505 | | |
$ | 1,801 | | |
$ | 6,432 | | |
$ | 6,885 | |
Service revenue | |
| 20 | | |
| 5 | | |
| 154 | | |
| 464 | |
Total revenue | |
| 1,525 | | |
| 1,806 | | |
| 6,586 | | |
| 7,349 | |
| |
| | | |
| | | |
| | | |
| | |
Product cost of revenue | |
| 868 | | |
| 786 | | |
| 3,371 | | |
| 3,314 | |
Service cost of revenue | |
| 11 | | |
| 2 | | |
| 79 | | |
| 2 | |
Total cost of revenue | |
| 879 | | |
| 788 | | |
| 3,450 | | |
| 3,316 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 646 | | |
| 1,018 | | |
| 3,136 | | |
| 4,033 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Sales and marketing | |
| 400 | | |
| 539 | | |
| 1,634 | | |
| 2,033 | |
General and administrative | |
| 426 | | |
| 384 | | |
| 1,521 | | |
| 1,487 | |
Research and development | |
| 222 | | |
| 175 | | |
| 622 | | |
| 816 | |
Total operating expenses | |
| 1,048 | | |
| 1,098 | | |
| 3,777 | | |
| 4,336 | |
Operating (loss) | |
| (402 | ) | |
| (80 | ) | |
| (641 | ) | |
| (303 | ) |
Interest expense and other income, net | |
| (7 | ) | |
| (13 | ) | |
| (51 | ) | |
| (21 | ) |
(Loss) | |
| (409 | ) | |
| (93 | ) | |
| (692 | ) | |
| (324 | ) |
Provision for income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
Net (loss) | |
$ | (409 | ) | |
$ | (93 | ) | |
$ | (692 | ) | |
$ | (324 | ) |
Net (loss) per share—basic and diluted | |
$ | (0.03 | ) | |
$ | (0.01 | ) | |
$ | (0.06 | ) | |
$ | (0.03 | ) |
Weighted average number of basic and diluted shares | |
| 11,770 | | |
| 11,770 | | |
| 11,770 | | |
| 11,763 | |
Encision Inc.
Unaudited Condensed Balance Sheets
(in thousands)
| |
March
31, 2024 | | |
March
31, 2023 | |
ASSETS | |
| | | |
| | |
Cash | |
$ | 43 | | |
$ | 189 | |
Accounts receivable | |
| 891 | | |
| 921 | |
Inventories | |
| 1,402 | | |
| 1,899 | |
Prepaid expenses and other assets | |
| 90 | | |
| 116 | |
Total current assets | |
| 2,426 | | |
| 3,125 | |
Equipment, net | |
| 254 | | |
| 303 | |
Right of use asset | |
| 901 | | |
| 496 | |
Patents, net | |
| 164 | | |
| 163 | |
Other assets | |
| 66 | | |
| 47 | |
Total assets | |
$ | 3,811 | | |
$ | 4,134 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Accounts payable | |
$ | 346 | | |
$ | 253 | |
Secured notes | |
| 42 | | |
| 44 | |
Line of credit | |
| 157 | | |
| 177 | |
Accrued compensation | |
| 185 | | |
| 218 | |
Other accrued liabilities | |
| 120 | | |
| 85 | |
Accrued lease liability | |
| 370 | | |
| 354 | |
Total current liabilities | |
| 1,220 | | |
| 1,131 | |
Secured notes | |
| 67 | | |
| 268 | |
Accrued lease liability | |
| 697 | | |
| 240 | |
Unsecured promissory note | |
| — | | |
| — | |
Total liabilities | |
| 1,984 | | |
| 1,639 | |
Common stock and additional paid-in capital | |
| 24,372 | | |
| 24,348 | |
Accumulated (deficit) | |
| (22,545 | ) | |
| (21,853 | ) |
Total shareholders’ equity | |
| 1,827 | | |
| 2,495 | |
Total liabilities and shareholders’ equity | |
$ | 3,811 | | |
$ | 4,134 | |
Encision Inc.
Unaudited Condensed Statements of Cash Flows
(in thousands)
| |
Years
Ended | |
| |
March 31, 2024 | | |
March 31, 2023 | |
Operating activities: | |
| | | |
| | |
Net (loss) income | |
$ | (692 | ) | |
$ | (324 | ) |
Adjustments to reconcile net (loss) income to cash (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 85 | | |
| 87 | |
Share-based compensation expense | |
| 53 | | |
| 52 | |
Provision for (recovery from) inventory obsolescence, net | |
| 12 | | |
| 15 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Right of use asset, net | |
| 69 | | |
| (43 | ) |
Accounts receivable | |
| 30 | | |
| 27 | |
Inventories | |
| 485 | | |
| (330 | ) |
Prepaid expenses and other assets | |
| 8 | | |
| (8 | ) |
Accounts payable | |
| 93 | | |
| (323 | ) |
Accrued compensation and other accrued liabilities | |
| 2 | | |
| (14 | ) |
Net cash (used in) provided by operating activities | |
| 145 | | |
| (861 | ) |
| |
| | | |
| | |
Investing activities: | |
| | | |
| | |
Acquisition of property and equipment | |
| (12 | ) | |
| (173 | ) |
Patent costs | |
| (25 | ) | |
| (10 | ) |
Net cash (used in) investing activities | |
| (37 | ) | |
| (183 | ) |
| |
| | | |
| | |
Financing activities: | |
| | | |
| | |
Borrowings from credit facility, net change | |
| (21 | ) | |
| 240 | |
Borrowings from (paydown of) secured notes | |
| (203 | ) | |
| 23 | |
Net proceeds (payments) from exercise of stock options | |
| (30 | ) | |
| 21 | |
Net cash provided by (used in) financing activities | |
| (254 | ) | |
| 284 | |
| |
| | | |
| | |
Net (decrease) in cash | |
| (146 | ) | |
| (761 | ) |
Cash, beginning of period | |
| 189 | | |
| 950 | |
Cash, end of period | |
$ | 43 | | |
$ | 189 | |
| |
| | | |
| | |
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