As filed with the Securities and Exchange Commission
on February 4, 2026
Registration No. 333-109159
Registration No. 333-184898
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Form S-3
Registration Statement No. 333-109159
Post-Effective Amendment No. 1 to Form S-3
Registration Statement No. 333-184898
UNDER
THE SECURITIES ACT OF 1933
ENCISION, INC.
(Exact name of registrant as specified in its
charter)
| Colorado |
|
84-1162056 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Encision, Inc.
6797 Winchester Circle
Boulder, CO 80301
(303) 444-2600
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Principal Executive Offices)
Robert Fries
Interim Chief Executive Officer
Encision, Inc.
6797 Winchester Circle
Boulder, CO 80301
Telephone: (303) 444-2600
(Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
Copy to:
James H. Carroll
Carroll Legal LLC
1449 Wynkoop Street, Suite 507
Denver, CO 80202
Telephone: (303) 888-4859
Approximate date of commencement of proposed
sale to the public: Not Applicable
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ¨
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. ¨
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. ¨
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. ¨
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. ¨
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. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
| |
|
|
|
| Non-accelerated filer |
x |
|
Smaller reporting company |
x |
| |
|
|
|
| |
|
|
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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”)
relate to the following Registration Statements on Form S-3 (each, a “Registration Statement” and collectively, the
“Registration Statements”) filed by Encision, Inc., a Colorado corporation (the “Registrant”), with
the Securities and Exchange Commission (the “SEC”):
| |
1. |
Registration Statement on Form S-3 (File No. 333-109159), registering 333,334 shares of Registrant’s common stock, no par value per share (“Common Stock”), originally filed with the SEC on Form SB-2 on September 26, 2003 and declared effective by the SEC on October 14, 2003, and as amended by Post-Effective Amendment No. 1 to Form SB-2 on Form S-3, originally filed with the SEC on April 2, 2004, and declared effective by the SEC on April 13, 2004; and |
| |
2. |
Registration Statement on Form S-3 (File No. 333-184898), registering 1,705,000 shares of Common Stock, originally filed with the SEC on November 13, 2012, and declared effective by the SEC on March 20, 2013. |
The Registrant has terminated all offerings of its securities pursuant
to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from
registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination
of the offering, by filing these Post-Effective Amendments, the Registrant hereby terminates the effectiveness of the Registration Statements
and removes from registration all securities registered but unsold under the Registration Statements, if any, as of the date hereof. The
Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these
Post-Effective Amendments, there will be no securities registered by the Company pursuant to the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these
Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado,
on February 4, 2026.
| Encision, Inc. |
|
| |
|
|
| By: |
/s/ Robert Fries |
|
| Name: |
Robert Fries |
|
| Title: |
Interim Chief Executive Officer |
|
No other person is required to sign these Post-Effective Amendments
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
