Encision Inc. Files 8-K with Material Agreements and Shareholder Votes

TL;DR

Encision Inc. filed an 8-K detailing new material agreements, equity sales, and shareholder votes.

AI Summary

On August 19, 2025, Encision Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and submitted matters to a vote of security holders. Additionally, Encision Inc. provided a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and shareholder decisions, which could impact the company's future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Encision Inc. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.10 — he Company's common stock at a price of $0.10 per share. At the closing of this priva
• $500,000 — the Company received gross proceeds of $500,000. There are no registration rights appl

Filing Documents

• ecia_8k-agm.htm (8-K) — 48KB
• ex10x1.htm (EX-10.1) — 78KB
• ex99x1.htm (EX-99.1) — 5KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001079973-25-001372.txt ( ) — 316KB
• ecia-20250819.xsd (EX-101.SCH) — 3KB
• ecia-20250819_lab.xml (EX-101.LAB) — 33KB
• ecia-20250819_pre.xml (EX-101.PRE) — 22KB
• ecia_8k-agm_htm.xml (XML) — 3KB

01. Entry Into A Material

Item 1.01. Entry Into A Material Definitive Agreement. On August 19, 2025, the Company entered into a Securities Purchase Agreement ("SPA") with a group of investors for the private placement of 5,000,000 shares of the Company's common stock at a price of $0.10 per share. At the closing of this private placement, the Company received gross proceeds of $500,000. There are no registration rights applicable to the shares issued in the private placement. The foregoing is only a brief description of the material terms of the SPA, which is filed as an exhibit to this Current Report on Form 8-K. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. All of the securities described above in Item 1.01 of this Current Report on Form 8-K were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended ("Securities Act"), and Rule 506 of Regulation D promulgated thereunder. The offering was made to "accredited investors" (as defined by Rule 501 under the Securities Act).

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. Encision Inc. (the "Company") held its Annual Meeting of Stockholders ("Annual Meeting") on August 21, 2025. The matters voted upon at the Annual Meeting and the results of such voting are set forth below. Proposal 1 - Election of 4 directors to serve until the 2026 annual meeting of stockholders; each until his successor has been elected and qualified Nominee Votes For Withheld Broker Non-Votes Robert H. Fries 7,637,005 15,101 2,315,970 Vern D. Kornelsen 7,407,141 244,965 2,315,970 Patrick W. Pace 7,558,686 93,420 2,315,970 Gregory J. Trudel 7,637,005 15,101 2,315,970 All four director nominees were duly elected. Proposal 2 - Ratification of appointment of independent registered accounting firm – Green Growth CPAs Votes For Votes Against Abstain Broker Non-Votes 9,772,240 189,071 6,765 — Proposal 2 was approved. Proposal 3 – To vote for a non-binding advisory vote on

Executive Compensation

Executive Compensation Votes For Votes Against Abstain Broker Non-Votes 7,341,220 301,521 9,365 2,315,970 Proposal 3 was approved. Proposal 4 – Recommend frequency of non-binding vote on

Executive Compensation

Executive Compensation Votes For 1 Year Votes For 2 Years Votes for 3 Years Abstain 2,498,180 102,005 5,005,296 46,625 Proposal 4 was approved for 3 years.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 21, 2025, the Company issued a press release announcing the closing of the private placement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference. The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Securities Purchase Agreement dated August 19, 2025 99.1 Press Release issued by Encision, Inc., dated August 21, 2025, regarding a private placement transaction. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 21, 2025 /s/ Brandon Shepard Brandon Shepard Controller Principal Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR