Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ENCISION INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
29254Q104 (CUSIP Number) |
Robert H. Fries 6797 Winchester Circle, STE 100 Boulder, CO, 80301 303-339-6904 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 29254Q104 |
| 1 |
Name of reporting person
FRIES ROBERT H | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
COLORADO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,380,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
ENCISION INC |
| (c) | Address of Issuer's Principal Executive Offices:
6797 WINCHESTER CIRCLE, BOULDER,
COLORADO
, 80301. |
| Item 2. | Identity and Background |
| (a) | Fries Robert H |
| (b) | 6797 Winchester Cir Bould CO 80301 |
| (c) | Mr. Fries is a Director of Encision Inc. at 6797 Winchester Circle, Boulder, Colorado 80301. |
| (d) | During the last five years, Mr. Fries has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) |
| (e) |
During the last five years, Mr. Fries has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that, as a result of such proceeding, subjected him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | Mr. Fries is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the shares of Common Stock acquired on August 19, 2025 and reported herein was approximately $ 75,000. The source of such funds was the personal funds of the Reporting Person. | |
| Item 4. | Purpose of Transaction |
Mr. Fries acquired the securities on August 19, 2025 for investment purposes. Depending on market conditions, Mr. Fries may acquire additional shares of Common Stock of the Issuer or dispose of shares of Common Stock of the Issuer in open market transactions or privately negotiated transactions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Statement, Mr. Fries beneficially owns an aggregate of 1,380,138 shares of the Common Stock of the Issuer, representing approximately 8.2% of the outstanding Common Stock (based on 16,879,645 shares of Common Stock outstanding immediately following the completion of the private placement described herein, plus 40,138 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days of the date hereof). This amount consists of: 590,000 shares of Common Stock held directly by Mr. Fries prior to the reported transaction; 40,138 shares of Common Stock issuable upon the exercise of options that are currently exercisable or become exercisable within 60 days of the date hereof; and 750,000 shares of Common Stock purchased by Mr. Fries in the reported private placement of August 19, 2025. This reported beneficial ownership does not include 44,862 shares of Common Stock issuable upon the exercise of options that will become exercisable only after 60 days from the date hereof. |
| (b) | Mr. Fries has sole voting power and sole dispositive power with respect to all such shares. |
| (c) | During the past 60 days, Mr. Fries has effected the following transactions in the Common Stock of the Issuer: On 8/19/2025, acquired 750,000 shares of Common Stock in a private placement transaction at a purchase price of $0.10 per share. Except as described above, Mr. Fries has not effected any other transactions in the Common Stock of the Issuer during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Mr. Fries is a party to one stock option agreement with the Issuer, dated April 30, 2024, pursuant to which the Reporting Person was granted options to purchase an aggregate of 85,000 shares of Common Stock. Except as described herein, the Reporting Person does not have any other contracts, arrangements, understandings, or relationships (legal or otherwise) with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Non-Statutory Stock Option Agreement Date April 30, 2024, included herewith as Exhibit 1 SECURITIES PURCHASE AGREEMENT Dated August 19, 2025, included herewith as Exhibit 2 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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