Encision : Change in Certifying Accountants - Form 8-K

Item 4.01

Change in Registrant's Certifying Accountant.

Resignation of Prior Public Accounting Firm Due to Business Combination

Engagement of New Public Accounting Firm

On October 17, 2023, Encision, Inc. ("Encision" or the "Company") was notified that Gries & Associates, LLC ("Gries"), the Company's independent registered public accounting firm, had completed a business combination agreement with GreenGrowth CPAs Inc. ("GreenGrowth"). As a result of this transaction, Gries is resigning its engagement with the Company immediately. The Company's current Gries audit team is now part of GreenGrowth.

On October 18, 2023, upon the approval of the Company's Audit Committee, the Company engaged GreenGrowth as the Company's new independent registered public accounting firm for the Company's fiscal year ending March 31, 2023 and interim periods.

Gries' reports on the Company' financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The report had been prepared assuming that the Company would continue as a going concern and included an explanatory paragraph regarding the Company's ability to continue as a going concern as result of recurring losses and a deficiency in shareholders' equity.

During the years ended March 31, 2023 and 2022, and the subsequent period through October 17, 2023, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between Encision and Gries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Gries' satisfaction, would have caused Gries to make reference thereto in its reports on the financial statements for such years; and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Gries advised the Company of material weaknesses in its internal control over financial reporting as of March 31, 2023 and 2022.

During the Company's two most recent fiscal years ended March 31, 2024 and 2023, and the subsequent interim period through the date of its engagement, the Company did not consult with GreenGrowth regarding either of the following: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and GreenGrowth did not provide a written report or oral advice on any accounting, auditing or financial reporting issue that GreenGrowth 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 and the related instructions, or a "reportable event," as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Gries with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Gries furnish a letter addressed to the Securities and Exchange Commission stating whether Gries agrees with the statements made herein. A copy of Gries's letter dated October 23, 2023 is filed as Exhibit 16.1.

The Company provided GreenGrowth with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that GreenGrowth furnish a letter addressed to the Securities and Exchange Commission stating whether GreenGrowth agrees with the statements made herein. A copy of GreenGrowth's letter dated October 23, 2023 is filed as Exhibit 16.2.