ECIA Encision Inc (PK)

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As filed with the Securities and Exchange Commission on February 14, 2014

No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENCISION INC.

(Exact name of registrant as specified in its charter)

6797 Winchester Circle

Boulder, Colorado  80301

(303) 444-2600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory J. Trudel

Chief Executive Officer and President

Encision Inc.

6797 Winchester Circle

Boulder, Colorado  80301

(303) 444-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

James H. Carroll

Faegre Baker Daniels LLP

1470 Walnut Street

Boulder, Colorado  80302

(303) 447-7700

Approximate date of commencement of proposed sale to the public:  From time to time after the effectiveness of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Subject to completion, dated February 14, 2014.

3,694,688 Shares

ENCISION INC.

Common Stock

The selling stockholders named in this prospectus may offer, from time to time, up to 3,694,688 shares of our common stock. We will not receive any proceeds from the sale of shares of common stock offered by the selling stockholders. We will bear a portion of the expenses of the offering of common stock, except that, the selling stockholders will pay any applicable underwriting fees, discounts or commissions and certain transfer taxes.

Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of the shares. The selling stockholders may sell the shares of common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell their shares in the section entitled “Plan of Distribution” beginning on page 7.

Our common stock is traded on the Pink Sheets Electronic Quotation Service under the symbol “ECIA.PK.” On February 11, 2014 the closing price of our common stock on the Pink Sheets Electronic Quotation Service was $1.17 per share.

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 2 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is        , 2014

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OUR COMPANY

Encision, 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”) surgical instruments are changing the marketplace for electrosurgical devices and laparoscopic instruments by providing a solution to a well-documented hazard unique to laparoscopic surgery.

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 preventing 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 sources from 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 were incorporated in Colorado on February 1, 1991. Our offices are located at 6797 Winchester Circle, Boulder, Colorado 80301. Our telephone number is (303) 444-2600. We maintain a site on the World Wide Web at www.encision.com. We do not intend that our website be a part of this prospectus.

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These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law, including the securities laws of the United States and rules and regulations of the SEC.

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may be deemed to beneficially own those shares.

(3)                                  Includes (i) 77,500 shares of common stock issued pursuant to the Securities Purchase Agreement and (ii) 38,750 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of DAFNA Lifescience Market Neutral LTD is c/o DAFNA Capital Management LLC, 10990 Wilshire Blvd., Suite 1400, Los Angeles, CA 90024.  Nathan Fischel, chief executive officer of the selling stockholder, has the power to vote or dispose of the shares held of record by the selling stockholder and may be deemed to beneficially own those shares.

(4)                                  Includes (i) 1,633,517 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 525,000 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 262,500 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of CMED Partners LLLP is 4605 S. Denice Drive, Englewood, CO  80111.  Vern Kornelsen is the general partner of CMED Partners LLLP.  As a result, Mr. Kornelsen (who is a director of the Company) may be deemed to have beneficial ownership of the shares held by CMED Partners LLLP.

(5)                                  Includes (i) 578,319 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 250,000 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 125,000 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Sheedy is Two Houston Center, Suite 2907, 909 Fannin Street, Houston, TX  77010.

(6)                                  Includes (i) 250,000 shares of common stock issued pursuant to the Securities Purchase Agreement and (ii) 125,000 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of the selling stockholder is 410 S. Lucerne Blvd., Los Angeles, CA  90020.  Tom Juda, a trustee of the selling stockholder, has the power to vote or dispose of the shares held of record by the selling stockholder and may be deemed to beneficially own those shares.

(7)                                  Includes (i) 200,000 shares of common stock issued pursuant to the Securities Purchase Agreement and (ii) 100,000 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Esquivel is 91 Prospect Street, Summit, NJ  07901.

(8)                                  Includes (i) 75,620 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 62,500 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 31,250 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of the selling stockholder is 338 Spear Street, 19F, San Francisco, CA  94105.  Paul McCormick has the power to vote or dispose of the shares held of record by the selling stockholder and may be deemed to beneficially own those shares.

(9)                                  Includes (i) 54,540 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 31,250 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 15,625 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Zuckerman is 6587 Lakeview Drive, Boulder, CO  80303.

(10)                           Includes (i) 25,000 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 31,250 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 15,625 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Barrow is 401 E. 65 th  Street, Apt. 13D, New York, NY  10065.

(11)                           Includes (i) 14,726 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 25,000 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 12,500 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Sarchese is 18 Red Cliff Ave., Port Washington, NY  11050.

(12)                           Includes (i) 310,216 shares of common stock beneficially owned by David Netwon, a director of the company and Mrs. Newton’s spouse, prior to the closing of the December 2013 private placement; (ii) 12,500 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 6,250 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mrs. Newton is 8099 N. 63 rd  Street, Longmont, CO  80503.

(13)                           Includes (i) 5,625 shares of common stock issued pursuant to the Securities Purchase Agreement and (ii) 2,813 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Trudel, a direcor and CEO of the Company, is c/o Encision Inc., 6797 Winchester Circle, Boulder, Colorado  80301.

(14)                           Includes (i) 3,750 shares of common stock issued pursuant to the Securities Purchase Agreement and (ii) 1,875 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Halt is 11840 Homewood Road, Ellicott City, MD  21042.

(15)                           Includes (i) 1,500 shares of common stock held prior to the closing of the December 2013 private placement; (ii) 3,750 shares of common stock issued pursuant to the Securities Purchase Agreement; and (iii) 1,875 shares of common stock issuable upon the exercise of warrants issued pursuant to the Securities Purchase Agreement.  The address of Mr. Whitley is 372 Fifth Avenue, Apt. 5M, New York, NY  10018.

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The selling stockholders and any underwriters, dealers or agents participating in a distribution of the shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the shares by the selling stockholders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.  The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares.  In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed five percent (5%).

We will bear a portion of the expenses of the offering of common stock, except that the selling stockholders will pay any applicable underwriting fees, discounts or commissions and certain transfer taxes.  We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling stockholders are subject to the applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares of common stock offered in this prospectus by the selling stockholders. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates.

Because a selling stockholder may be deemed an “underwriter” within the meaning of the Act, it will be subject to the prospectus delivery requirements of the Securities Act.  We will make copies of this prospectus available to the selling stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.  We have agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the shares of common stock under this prospectus, the selling stockholders may sell the shares of common stock in compliance with the provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of the Securities Act.

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purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)                                                Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)                                             Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)                                          The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)                                         Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6.                                       That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

7.                                       That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)                                       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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