Form 8-K - Current report
2023年8月4日 - 3:05AM
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2023-08-03
2023-08-03
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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): August
3, 2023
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 August 3, 2023, Encision,
Inc. issued a press release announcing its first quarter financial results for the quarter ended June 30, 2023. 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: August
3, 2023 |
|
|
/s/ Mala M Ray |
|
Mala M Ray |
|
Controller |
|
Principal Accounting Officer |
Exhibit 99.1
August 3, 2023
Encision Reports First Quarter Fiscal Year 2024
Results
Boulder, Colorado, August 3, 2023 -- 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 first quarter that ended June 30, 2023.
The Company posted quarterly product net revenue of
$1.61 million and service net revenue of $40 thousand, or total net revenue of $1.65 million for a quarterly net loss of $140 thousand,
or $(0.01) per diluted share. These results compare to product net revenue of $1.70 million and service net revenue of $458 thousand,
or total net revenue of $2.15 million for a quarterly net income of $265 thousand, or $0.02 per diluted share, in the year-ago quarter.
Gross margin on product net revenue was 52% in the fiscal 2024 first quarter and 49% in the fiscal 2023 first quarter. Gross
margin increased in the current year’s first quarter compared to last year’s first quarter due principally to higher operating
efficiencies and increased selling prices.
“The fiscal 2024 first quarter
presented significant challenges for Encision and for the medical device market in general,” said Gregory Trudel, President and
CEO of Encision Inc. “The demand for surgical procedures was diminished during the pandemic period and its rebound has been a slow
process. The market has seen a number of positive indicators for an increase in demand and Encision continues to drive toward them. The
service revenue that we were able to drive in the previous year was very helpful and we are working to recreate that revenue stream with
new partners and opportunities to collaborate on our foundational technologies.”
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, 2023 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 | |
| |
June
30, 2023 | | |
June
30, 2022 | |
Product revenue | |
$ | 1,613 | | |
$ | 1,696 | |
Service revenue | |
| 40 | | |
| 458 | |
Total revenue | |
| 1,653 | | |
| 2,154 | |
| |
| | | |
| — | |
Product cost of revenue | |
| 770 | | |
| 870 | |
Service cost of revenue | |
| 20 | | |
| | |
Total cost of revenue | |
| 790 | | |
| 870 | |
| |
| | | |
| | |
Gross profit | |
| 863 | | |
| 1,284 | |
Operating expenses: | |
| | | |
| | |
Sales and marketing | |
| 433 | | |
| 503 | |
General and administrative | |
| 389 | | |
| 344 | |
Research and development | |
| 169 | | |
| 170 | |
Total operating expenses | |
| 991 | | |
| 1,017 | |
Operating (loss) income | |
| (128 | ) | |
| 267 | |
Interest expense, extinguishment of debt income and other income, net | |
| (12 | ) | |
| (2 | ) |
(Loss) income before provision for income taxes | |
| (140 | ) | |
| 265 | |
Provision for income taxes | |
| — | | |
| — | |
Net (loss) income | |
$ | (140 | ) | |
$ | 265 | |
Net (loss) income per share—basic and diluted | |
$ | (0.01 | ) | |
$ | 0.02 | |
Weighted average number of basic shares | |
| 11,770 | | |
| 11,720 | |
Weighted average number of diluted shares | |
| 11,770 | | |
| 12,021 | |
Encision Inc.
Unaudited Condensed Balance Sheets
(in thousands)
| |
June
30, 2023 | | |
March
31, 2023 | |
ASSETS | |
| | | |
| | |
Cash | |
$ | 131 | | |
$ | 189 | |
Accounts receivable, net | |
| 912 | | |
| 921 | |
Inventories, net | |
| 1,867 | | |
| 1,899 | |
Prepaid expenses | |
| 86 | | |
| 116 | |
Total current assets | |
| 2,996 | | |
| 3,125 | |
Equipment, net | |
| 287 | | |
| 303 | |
Right of use asset | |
| 421 | | |
| 496 | |
Patents, net | |
| 157 | | |
| 163 | |
Other assets | |
| 54 | | |
| 47 | |
Total assets | |
$ | 3,915 | | |
$ | 4,134 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Accounts payable | |
$ | 277 | | |
$ | 253 | |
Secured notes | |
| 45 | | |
| 44 | |
Line of credit | |
| 179 | | |
| 177 | |
Accrued compensation | |
| 219 | | |
| 218 | |
Other accrued liabilities | |
| 66 | | |
| 85 | |
Accrued lease liability | |
| 332 | | |
| 354 | |
Total current liabilities | |
| 1,118 | | |
| 1,131 | |
Secured notes | |
| 256 | | |
| 268 | |
Accrued lease liability | |
| 174 | | |
| 240 | |
Total liabilities | |
| 1,548 | | |
| 1,639 | |
Common stock and additional paid-in capital | |
| 24,361 | | |
| 24,348 | |
Accumulated (deficit) | |
| (21,994 | ) | |
| (21,853 | ) |
Total shareholders’ equity | |
| 2,367 | | |
| 2,495 | |
Total liabilities and shareholders’ equity | |
$ | 3,915 | | |
$ | 4,134 | |
Encision Inc.
Unaudited Condensed Statements of Cash Flows
(in thousands)
| |
Three
Months Ended | |
| |
June 30, 2023 | | |
June 30, 2022 | |
Operating activities: | |
| | | |
| | |
Net (loss) income | |
$ | (140 | ) | |
$ | 265 | |
Adjustments to reconcile net (loss) income to cash (used in) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 22 | | |
| 20 | |
Share-based compensation expense | |
| 13 | | |
| 12 | |
Provision for (recovery from) inventory obsolescence, net | |
| 9 | | |
| (1 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Right of use asset, net | |
| (12 | ) | |
| (8 | ) |
Accounts receivable | |
| 8 | | |
| 27 | |
Inventories | |
| 23 | | |
| (214 | ) |
Prepaid expenses and other assets | |
| 24 | | |
| 11 | |
Accounts payable | |
| 24 | | |
| (188 | ) |
Accrued compensation and other accrued liabilities | |
| (17 | ) | |
| 20 | |
Net cash (used in) provided by operating activities | |
| (46 | ) | |
| (56 | ) |
| |
| | | |
| | |
Investing activities: | |
| | | |
| | |
Acquisition of property and equipment | |
| — | | |
| (58 | ) |
Patent costs | |
| (1 | ) | |
| (5 | ) |
Net cash (used in) investing activities | |
| (1 | ) | |
| (63 | ) |
| |
| | | |
| | |
Financing activities: | |
| | | |
| | |
(Paydown of) secured notes | |
| (11 | ) | |
| (3 | ) |
Net cash provided by (used in) financing activities | |
| (11 | ) | |
| (3 | ) |
| |
| | | |
| | |
Net (decrease) in cash | |
| (58 | ) | |
$ | (122 | ) |
Cash, beginning of period | |
| 189 | | |
$ | 950 | |
Cash, end of period | |
$ | 131 | | |
$ | 828 | |
| |
| | | |
| | |
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