Certain statements contained in this section on Management's Discussion and
Analysis are not historical facts, including statements about our strategies and
expectations with respect to new and existing products, market demand,
acceptance of new and existing products, marketing efforts, technologies and
opportunities, market and industry segment growth, and return on investments in
products and markets. These statements are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and involve
substantial risks and uncertainties that may cause actual results to differ
materially from those indicated by the forward looking statements. All forward
looking statements in this section on Management's Discussion and Analysis are
based on information available to us on the date of this document, and we assume
no obligation to update such forward looking statements. Readers of this Form
10-Q are strongly encouraged to review the section entitled "Risk Factors" in
our Form 10-K for the fiscal year ended March 31, 2022.



General



Encision Inc., a medical device company based in Boulder, Colorado, has
developed and markets innovative technology that provides unprecedented outcomes
and patient safety in minimally-invasive surgery. We believe that our patented
Active Electrode Monitoring ("AEM®") AEM EndoShield™ Burn Protection System is
changing the marketplace for electrosurgical devices and laparoscopic
instruments by providing a solution to a well-documented hazard unique to
laparoscopic surgery. The Center for Medicare and Medicaid Services has
published its Hospital-Acquired Condition Reduction Program. The program has
begun to levy as much as a 1% penalty on Medicare reimbursements to hospitals in
the lower quadrant of performance for selected quality indicators, including
accidental puncture and laceration ("APL"). Examples of APL include the use of a
cautery device (electrosurgery) or scissors to dissect a tissue plane that
errantly causes an injury to underlying bowels. A Safety Communication was
released by the FDA on May 29, 2018. It is on the FDA's website at:
https://www.fda.gov/MedicalDevices/Safety/AlertsandNotices/ucm608637.htm. The
Safety Communication states that, "In addition to serving as an ignition source,
monopolar energy use can directly result in unintended patient burns from
capacitive coupling and intra-operative insulation failure. If a monopolar
electrosurgical unit ("ESU") is used: Do not activate when near or in contact
with other instruments."



We address market opportunities created by the increase in minimally-invasive
surgery ("MIS") and surgeons' use of electrosurgery devices in these procedures.
The product opportunity exists in that monopolar electrosurgery instruments used
in laparoscopic procedures provide excellent clinical results, but are also
susceptible to causing inadvertent collateral tissue damage outside the
surgeon's field of view due to insulation failure and capacitive coupling. The
risk of unintended electrosurgical burn injury to the patient in laparoscopic
surgery has been well documented. This risk poses a threat to patient safety,
including the risk of death, and creates liability exposure for surgeons and
hospitals, as well as increased and preventable readmissions.



Our patented AEM technology provides surgeons with the desired tissue effects,
while capturing stray electrosurgical energy that can cause unintended and
unseen tissue injury that may result in death. AEM Surgical Instruments are
equivalent to conventional instruments in size, shape, ergonomics, functionality
and competitive pricing, but they incorporate "Active Electrode Monitoring"
technology to dynamically and continuously monitor the flow of electrosurgical
current, thereby helping to prevent patient injury. With our "shielded and
monitored" instruments, surgeons are able to perform electrosurgical procedures
more safely, effectively and economically than is possible using conventional
instruments or alternative energy sources.



AEM technology has been recommended and endorsed by many groups involved in MIS.
Surgeons, nurses, biomedical engineers, the medicolegal community, malpractice
insurance carriers and electrosurgical device manufacturers advocate the use of
AEM technology. We have focused our marketing strategies to date on expanding
the market awareness of the AEM technology and our broad independent
endorsements and have continued efforts to improve and expand the AEM technology
penetration.



When a hospital or surgery center changes to AEM technology, we receive
recurring revenue from sales of replacement instruments. We believe that there
is no directly competing technology to supplant AEM products. The replacement
market of reusable and disposable AEM products in hospitals and surgery centers
that use our AEM technology represented over 90% of our product revenue during
the three months ended June 30, 2022. This revenue stream is expected to grow as
the base of accounts using AEM technology expands. In addition, we intend to
further develop disposable versions of more of our AEM products in order to meet
market demands and expand our sales opportunities.





12






We have an accumulated deficit of $21,264,718 at June 30, 2022. A significant
portion of our operating funds have been provided by issuances of our common
stock and warrants and the exercise of stock options to purchase our common
stock. Should our liquidity be diminished in the future because of operating
losses, we may be required to seek additional capital.



During the three months ended June 30, 2022, we used $62,329 of cash in our
operating activities and used $57,463 for investments in property and equipment.
As of June 30, 2022, we had $827,944 and at March 31, 2022 we had $949,645 in
cash available to fund future operations, a decrease of $121,701 from March 31,
2022. Our working capital was $2,530,588 at June 30, 2022 compared to $2,325,331
at March 31, 2022.



Historical Perspective



We were organized in 1991 and spent several years developing the AEM monitoring
system and protective sheaths to adapt to conventional electrosurgical
instruments. We have invested heavily in an effort to protect our valuable
technology, and, as a result of this effort, we have been issued 16 unexpired
relevant patents that together form a significant intellectual property
position. Our patents relate to the basic shielding and monitoring technologies
that we incorporate into our AEM products.



Our AEM Surgical Instruments have been engineered to provide a seamless
transition for surgeons switching from conventional laparoscopic instruments.
AEM technology has been integrated into instruments that have the same look,
feel and functionality as conventional instruments that surgeons have been using
for years. The AEM product line encompasses the full range of instrument sizes,
types and styles favored by surgeons. Additionally, we continue to improve
quality and add to the product line. These additions include more disposable
versions, the introduction of hand-activated instruments, our enhanced scissors,
our eEdge™ scissors, our EM3 AEM Monitor, our AEM EndoShield Burn Protection
System and the recent introduction of our AEM 2X enTouch® Scissors. Hospitals
can make a complete and smooth conversion to our product line, thereby advancing
patient safety in MIS with optimal convenience.



Outlook



Installed Base of AEM Monitoring Equipment: We believe that sales of our
installed base of AEM products will increase as the inherent risks associated
with monopolar laparoscopic electrosurgery become more widely acknowledged and
as we focus on increasing our sales efficiency and continue to enhance our
product line. We expect that the replacement sales of electrosurgical
instruments and accessories will also increase as additional facilities adopt
AEM technology. We anticipate that the efforts to improve the productivity of
sales representatives carrying the AEM product line, along with the introduction
of next generation products, may provide the basis for increased sales and
profitable operations. However, these measures, or any others that we may adopt,
may not result in either increased sales or profitable operations.



We believe that the unique performance of the AEM technology and our breadth of
independent endorsements provide an opportunity for continued market share
growth. In our view, market awareness and awareness of the clinical credibility
of the AEM technology, as well as awareness of our endorsements, are improving,
and we expect this awareness to benefit our sales efforts for the remainder of
fiscal year 2023. Our objectives for the remainder of fiscal year 2023 are to
optimize sales execution, to expand market awareness of the AEM technology and
to maximize the number of additional hospital and surgery center accounts
switching to AEM instruments while retaining existing customers. In addition,
acceptance of AEM products depends on surgeons' preference for our instruments,
which depends on factors such as ergonomics, quality and ease of use in addition
to the technological and safety advantages of AEM products. If surgeons prefer
other instruments to our instruments, our business results will suffer.



We have been actively monitoring the COVID situation and its impact. Our primary
objectives have remained the same throughout the pandemic: to support the safety
of our team members and their families and continue to support patients. Our
production facility continued to operate during the year as it had prior to the
COVID pandemic with very little change, other than for enhanced safety measures
intended to prevent the spread of the virus. Our capital and financial
resources, including overall liquidity, remain strong. The remote working
arrangements and travel restrictions imposed by various governments had limited
impact on our ability to maintain operations during the year, as our
manufacturing operation has generally been exempted from stay-at-home orders.
However, we cannot predict the impact of the progression of the COVID pandemic
on future results due to a variety of factors, including the continued good
health of our employees, the ability of suppliers to continue to operate and
deliver, our ability and our customers to maintain operations, continued access
to transportation resources, the changing needs and priorities of customers, any
further government and/or public actions taken in response to the pandemic and
ultimately the length of the pandemic. We will continue to closely monitor the
COVID pandemic in order to ensure the safety of our people and our ability to
serve our customers and patients worldwide.





13







On April 20, 2020, we entered into a Master Services Agreement ("MSA") with
Auris Health, Inc. ("Auris Health"), which is based in Redwood City, CA and a
part of Johnson & Johnson Medical Devices Companies. The MSA (and the initial
related Statement of Work thereunder) were effective as of March 3, 2020. Under
the MSA, we and Auris Health collaborated on the development of equipment
designed to enable the compatibility of our AEM technology with monopolar
instruments produced by Auris Health. The MSA had a term of up to three years,
but either party could terminate the MSA sooner upon 10 business days' prior
written notice. On August 23, 2021, we entered into a Supply Agreement with
Auris Health, Inc. On May 5, 2022, the parties mutually agreed to terminate

all
of our agreements.



Possibility of Operating Losses: We have an accumulated deficit of $21,264,718
at June 30, 2022. A significant portion of our operating funds have been
provided by issuances of our common stock and warrants, and the exercise of
stock options to purchase our common stock. Should our liquidity be diminished
in the future because of operating losses, we may be required to seek additional
capital. We have made strides toward improving our operating results but due to
the ongoing need to develop, optimize and train our direct sales managers and
the independent sales representative network, the need to support the
development of refinements to our product line, and the need to increase
sustained sales to a level adequate to cover fixed and variable operating costs,
we may operate at a net loss. Sustained losses, or our inability to generate
sufficient cash flow from operations to fund our obligations, may result in a
need to raise additional capital.



Revenue Growth: We expect to generate increased product revenue in the U.S. from
sales to new customers and from expanded sales to existing customers as the
medical device industry stabilizes and our network of direct and independent
sales representatives becomes more efficient. We believe that the visibility and
credibility of the independent clinical endorsements for AEM technology will
contribute to new accounts and increased product revenue in fiscal year 2023 .
We also expect to increase market share through promotional programs of placing
our AEM monitors at no charge into hospitals that commit to standardize with AEM
instruments. However, all of these efforts to increase market share and grow
product revenue will depend in part on our ability to expand the efficiency and
effective coverage range of our direct and independent sales representatives, as
well as maintain and in some cases, improve the quality of our product
offerings. The omission or delay of elective surgeries would negatively impact
the extent and timing of revenue growth. Service revenue represents design,
development and product supply revenue from our agreements with strategic
partners.



We also have longer-term initiatives in place to improve our prospects. We
expect that development of next generation versions of our AEM products will
better position our products in the marketplace and improve our retention rate
at hospitals and surgery centers that have changed to AEM technology, enabling
us to grow our sales. We are exploring overseas markets to assess opportunities
for sales growth internationally. Finally, we intend to explore opportunities to
capitalize on our proven AEM technology via licensing arrangements and strategic
alliances. These efforts to generate additional sales and further the market
penetration of our products are longer term in nature and may not materialize.
Even if we are able to successfully develop next generation products or identify
potential international markets or strategic partners, we may not be able to
capitalize on these opportunities.



Gross Profit and Gross Margins: Gross profit and gross margins can be expected
to fluctuate from quarter to quarter as a result of product sales mix, sales
volume and service revenue. Gross margins on products manufactured or assembled
by us are expected to improve at higher levels of production and sales.

Sales and Marketing Expenses: We continue to refine our domestic and international distribution capability, and we believe that sales and marketing expenses will decrease as a percentage of net sales with increasing sales volume.





Research and Development Expenses: Research and development expenses are
expected to increase to support quality improvement efforts and development of
refinements to our AEM product line and new products, which will further expand
options for surgeons and hospitals.





14






Results of Operations

For the quarter ended June 30, 2022 compared to the quarter ended June 30, 2021.

Net Product revenue. Net product revenue for the quarter ended June 30, 2022 was $1,696,029 compared to $1,718,404 for the quarter ended June 30, 2021, a decrease of 1%. The decrease of AEM product net revenue is attributable to business lost from hospitals that used AEM technology during the year.





Net Service revenue. Net service revenue for the quarter ended June 30, 2022 was
$458,333 compared to $290,040 for the quarter ended June 30, 2021, an increase
of 58%. Net service revenue for the quarter ended June 30, 2021 was for
engineering services performed under a Master Services Agreement with Auris
Health. Net service revenue for the quarter ended June 30, 2022 was for
engineering services performed under a Supply Agreement with Auris Health.



Gross profit. Gross profit for the quarter ended June 30, 2022 of $1,284,457
represented an increase of 25% from gross profit of $1,026,968 for the quarter
ended June 30, 2021. Gross profit increased as a result of higher total revenue
and higher margined service revenue. Gross profit on product revenue as a
percentage of sales (gross margins) was 49% for the quarter ended June 30, 2022
and 51% for the quarter ended June 30, 2021. Gross profit on product revenue
decreased as a result of higher material costs.

Sales and marketing expenses. Sales and marketing expenses of $502,967 for the
quarter ended June 30, 2022 represented a decrease of 5% from sales and
marketing expenses of $528,474 for the quarter ended June 30, 2021. The decrease
was the result of lower trade samples.



General and administrative expenses. General and administrative expenses of
$344,119 for the quarter ended June 30, 2022 represented an increase of 5% from
general and administrative expenses of $326,721 for the quarter ended June 30,
2021. The increase was the result of an increase of outside services.



Research and development expenses. Research and development expenses of $170,469
for the quarter ended June 30, 2022 represented a decrease of 4% compared to
$176,875 for the quarter ended June 30, 2021. The decrease was the result of a
decrease of test and prototype materials.

Net income. Net income was $264,601 for the quarter ended June 30, 2022 compared to net loss of $6,842 for the quarter ended June 30, 2021. The net income increase was principally a result of service revenue generated.

The results of operations for the three months ended June 30, 2022 are not necessarily indicative of the results of operations for all or any part of the balance of the fiscal year.

Liquidity and Capital Resources


To date, a significant portion of our operating funds have been provided by
issuances of our common stock and warrants, the exercise of stock options to
purchase our common stock, loans, and (in some periods) by operating profits.
Common stock and additional paid in capital totaled $24,287,544 from inception
through June 30, 2022.

During January 2021, we canceled our relationship with Crestmark Bank. We had no borrowings and incurred a $20,000 exit fee.


On August 4, 2020, we received $150,000 principal in loan funding from the U.S.
Small Business Administration ("SBA") under the Economic Injury Disaster Loan
("EIDL") program administered by the SBA, which program was expanded pursuant to
the CARES Act. The EIDL is evidenced by a promissory note, dated August 1, 2020
in the original principal amount of $150,000 with the SBA, the lender. Under the
terms of the Note, interest accrues on the outstanding principal at the rate of
3.75% per annum. The term of the Note is thirty years, though it may be payable
sooner upon an event of default under the Note. Under the Note, we will be
obligated to make equal monthly payments of principal and interest of $774
beginning on August 1, 2023 through the maturity date of August 1, 2050. The
Note may be prepaid in part or in full, at any time, without penalty.

During January 2021, we entered into a note agreement with U.S. Bank for $92,000. The note is for five years at a 5% interest rate and the proceeds were used to purchase equipment. The note is secured by the equipment.







15






On April 17, 2020, we entered into an unsecured promissory note under the PPP
for a principal amount of $598,567. The PPP was established under the
Consolidated Appropriations Act of 2020, enacted December 27, 2020. Under the
terms of the CARES Act, a PPP loan recipient may apply for, and be granted,
forgiveness for all or a portion of loans granted under the PPP. Such
forgiveness will be determined based upon the use of loan proceeds for payroll
costs, rent and utility costs, and the maintenance of employee and compensation
levels. In the quarter that ended December 31, 2020, we achieved the
requirements for forgiveness, and all of the $598,567 was forgiven. We
recognized the forgiveness as extinguishment of debt income of $598,567.On
February 8, 2021, we entered into a second unsecured promissory note under the
PPP for a principal amount of $533,118. This was our second PPP loan. During the
quarter that ended September 30, 2021, we achieved the requirements for
forgiveness of the second note and recognized the forgiveness as extinguishment
of debt income of $533,118.




Our operations used $56,032 of cash during the three months ended June 30, 2022
on net revenue of $2,154,362. The amounts of cash provided by operations for the
three months ended June 30, 2022 are not necessarily indicative of the expected
amounts of cash to be generated from or used in operations in fiscal year 2023.
At June 30, 2022, we had $827,944 in cash available to fund future operations.
Our working capital was $2,530,588 at June 30, 2022 compared to $2,325,331 at
March 31, 2022. Current liabilities were $1,118,421 at June 30, 2022 compared to
$1,276,391 at March 31, 2022. We have a noncancelable lease agreement for our
facilities at 6797 Winchester Circle, Boulder, Colorado. The lease expires
October 31, 2024.



In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU
2016-02"), which modified lease accounting for both lessees and lessors to
increase transparency and comparability by recognizing lease assets and lease
liabilities by lessees for those leases classified as operating leases under
previous accounting standards and disclosing key information about leasing
arrangements. The primary impact for us was the balance sheet recognition of
right-of-use ("ROU") assets and lease liabilities for operating leases as a
lessee.



Operating lease ROU assets and operating lease liabilities are recognized based
on the present value of the future minimum lease payments over the lease term at
commencement date. ROU assets also include any initial direct costs incurred and
any lease payments made at or before the lease commencement date, less lease
incentives received. We use our incremental borrowing rate based on the
information available at the commencement date in determining the lease
liabilities as our leases do not provide an implicit rate. Lease expense is
recognized on a straight-line basis over the lease term.



The minimum future lease payment, by fiscal year, as of June 30, 2022 is as
follows:



Fiscal Year        Amount
   2023           $ 281,542
   2024             386,667
   2025             232,139
   Total          $ 900,348




The minimum future EIDL payment, by fiscal year, as of June 30, 2022 is as
follows:



Fiscal Year       Amount
  2023           $   1,546
  2024               3,208
  2025               3,331
  2026               3,457
  Thereafter       148,018
  Total          $ 159,560




The minimum future principal U.S. Bank payment, by fiscal year, as of June 30,
2022 is as follows:



Fiscal Year        Amount
   2023           $ 13,800
   2024             18,400
   2025             18,400
   2026             13,800
   Total          $ 64,400

Aside from the operating lease, EIDL loan and U.S. Bank loan, we do not have any material contractual commitments requiring settlement in the future.





As of June 30, 2022, the following table shows our contractual obligations for
the periods presented:



                                                        Payment due by period
                                               Less than                                     More than
Contractual obligations          Totals          1 year       1-3 years       3-5 years       5 years
Operating lease obligations    $   900,348     $  378,209     $  522,139     $        -      $       -
EIDL loan                          159,560          3,150          6,664           6,788        142,958
U.S. Bank loan                      64,400         18,400         36,800           9,200             -
Total                          $ 1,124,308     $  399,759     $  565,603     $    15,988     $  142,958






16







Our fiscal year 2023 operating plan is focused on increasing new accounts,
retaining existing customers, growing revenue, increasing gross profits and
conserving cash. We are investing in research and development efforts to develop
next generation versions of the AEM product line. We have invested in
manufacturing property and equipment to manufacture disposable scissors inserts
internally and to reduce our cost of product revenue. We cannot predict with
certainty the expected revenue, gross profit, net income or loss and usage of
cash for fiscal year 2023. If we are unable to manage our business operations in
line with budget expectations, it could have a material adverse effect on our
business viability, financial position, results of operations and cash flows.



Income Taxes

As of March 31, 2022, net operating loss carryforwards totaling approximately
$7.7 million are available to reduce taxable income in the future. The net
operating loss carryforwards expire, if not previously utilized, at various
dates beginning in the fiscal year ending March 31, 2023. We have not paid
income taxes since our inception. The Tax Reform Act of 1986 and other income
tax regulations contain provisions which may limit the net operating loss
carryforwards available to be used in any given year if certain events occur,
including changes in ownership interests. We have established a valuation
allowance for the entire amount of our deferred tax asset since inception due to
our history of losses. Should we achieve sufficient, sustained income in the
future, we may conclude that some or all of the valuation allowance should be
reversed. If some or all of the valuation allowance were reversed, then, to the
extent of the reversal, a tax benefit would be recognized which would result in
an increase to net income.

Critical Accounting Policies and Estimates





Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, sales and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
inventories, sales returns, contingencies and litigation. We base our estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe the following
critical accounting policies affect the more significant judgments and estimates
used in the preparation of our financial statements.



We record revenue at a single point in time, when control is transferred to the
customer, which is consistent with past practice. We will continue to apply our
current business processes, policies, systems and controls to support
recognition and disclosure. Our shipping policy is FOB Shipping Point. We
recognize revenue from sales to stocking distributors when there is no right of
return, other than for normal warranty claims. We have no ongoing obligations
related to product sales, except for normal warranty obligations. We evaluated
the requirement to disaggregate revenue, and concluded that substantially all of
its revenue comes from multiple products within a line of medical devices. Our
engineering service contracts are billed on a time and materials basis and
revenue is recognized over time as the services are performed. We record
deferred revenue when funds are received prior to the recognition of the
associated revenue. We record a contract liability to deferred revenue which
includes customer prepayments and is included in other accrued liabilities.



We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances would be required, which
would increase our expenses during the periods in which any such allowances were
made. The amount recorded as a provision for bad debts in each period is based
upon our assessment of the likelihood that we will be paid on our outstanding
receivables, based on customer-specific as well as general considerations. To
the extent that our estimates prove to be too high, and we ultimately collect a
receivable previously determined to be impaired, we may record a reversal of the
provision in the period of such determination.



We provide for the estimated cost of product warranties at the time sales are
recognized. While we engage in extensive product quality programs and processes,
including actively monitoring and evaluating the quality of our component
suppliers, we have experienced some costs related to warranties. The warranty
accrual is based on historical experience and is adjusted based on current
experience. Should actual warranty experience differ from our estimates,
revisions to the estimated warranty liability would be required.





17







We reduce inventory for estimated obsolete or unmarketable inventory equal to
the difference between the cost of inventory and the estimated realizable value
based on assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required. Any write-downs of inventory would reduce
our reported net income during the period in which such write-downs were
applied. To the extent that our estimates prove to be too high, and we
ultimately utilize or sell inventory previously determined to be impaired, we
may record a reversal of the provision in the period of such determination.



We recognize deferred income tax assets and liabilities for the expected future
income tax consequences, based on enacted tax laws, of temporary differences
between the financial reporting and tax bases of assets and liabilities.
Deferred tax assets are then reduced, if deemed necessary, by a valuation
allowance for the amount of any tax benefits, which, more likely than not based
on current circumstances, are not expected to be realized. Should we maintain
sufficient, sustained income in the future, we may conclude that all or some of
the valuation allowance should be reversed.



Property and equipment are stated at cost, with depreciation computed over the
estimated useful lives of the assets, generally five to seven years. We use the
straight-line method of depreciation for property and equipment. Leasehold
improvements are depreciated over the shorter of the remaining lease term or the
estimated useful life of the asset. Maintenance and repairs are expensed as
incurred and major additions, replacements and improvements are capitalized.



We amortize our patent costs over their estimated useful lives, which is
typically the remaining statutory life. From time to time, we may be required to
adjust these useful lives of our patents based on advances in technology,
competitor actions, and the like. We review the recorded amounts of patents at
each period end to determine if their carrying amount is still recoverable based
on our expectations regarding sales of related products. Such an assessment, in
the future, may result in a conclusion that the assets are impaired, with a
corresponding charge against earnings.



We currently estimate forfeitures for stock-based compensation expense related
to employee stock options at 40% and evaluate the forfeiture rate quarterly.
Other assumptions that are used in calculating stock-based compensation expense
include risk-free interest rate, expected life, expected volatility and expected
dividend.



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