UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~193~~1934

For the fiscal year ended March 31, ~~2024~~2025

☐o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ~~______~~ from ____ to ~~_______~~____

Commission File No.: 0-28604

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 No.)

6797 Winchester Circle, Boulder, Colorado 80301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 444-2600

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	ECIA	OTC Bulletin Board

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 o	Accelerated filer o
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

As of September 30, ~~2023~~2024, the aggregate market value of the shares of ~~common~~ common stock held by non-affiliates of the issuer on such date was $32,~~363~~722,~~235~~196. This figure is based on the average bid and asked price of $0.46 36 per share of the issuer’s common stock on September 30, ~~2023~~2022 as quoted on the OTC Bulletin Board.

The number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date.

Common Stock, no par value	11,~~875~~879,~~145~~645
(Class)	(Outstanding at ~~May~~June 3125, ~~2024~~2025)

Documents Incorporated by Reference: Definitive Proxy Statement for the ~~2023~~2025 Annual Shareholders' Meeting to be filed with the Securities and Exchange Commission and incorporated by reference as described in Part III. The ~~2024~~2025 Proxy Statement will be filed within 120 days after the end of the fiscal year ended March 31, ~~2024~~2025.

Table of Contents

Item 1.	Business	2
Item 1A.	Risk Factors	910
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	1314
Item 2.	Properties	1314
Item 3.	Legal Proceedings	1314
Item 4.	Mine Safety Disclosures	1314
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	[Reserved]	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1819
Item 8.	Financial Statements and Supplementary Data	1820
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3539
Item 9A.	Controls and Procedures	3639
Item 9B.	Other Information	3640
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	40
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3741
Item 11.	Executive Compensation	3741
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3741
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3741
Item 14.	Principal Accounting Fees and Services	3741
PART IV
Item 15.	Exhibits, Financial Statement Schedules	3742
Item 16.	Form 10-K Summary	3742

Forward-Looking Statements

Statements contained in this Annual Report on Form 10-K include 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 Annual Report on Form 10-K, including statements about our strategies, expectations about new and existing products, market demand, acceptance of new and existing products, technologies and opportunities, market size and growth, and return on investments in products and market, are based on information available to us on the date of this document, and we assume no obligation to update such forward looking statements. In some cases, you can identify forward looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of such terms or other comparable terminology. Readers of this Annual Report on Form 10-K are strongly encouraged to review the section entitled “Risk Factors”.

PART I

Item 1. Business

Company Overview

Encision Inc. (“Encision”, “we”, “us”, “our” or the “Company"), 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. The risk of unintended electrosurgical burn injury to the patient in laparoscopic surgery has been well documented. This risk ~~poses~~threatens ~~a threat to~~ patient safety, including the risk of death, and creates liability exposure for surgeons and hospitals, and ~~increased and~~increases preventable readmissions. Our technology helps to reduce hospital risk and liability.

Our patented AEM technology provides surgeons with the desired tissue effects of cutting and coagulating tissue in laparoscopic procedures, while preventing stray electrosurgical energy that can cause complications and even death. AEM Surgical Instruments are equivalent to conventional instruments in size, shape, ergonomics , and functionality, but they incorporate a proprietary shield and electrically connect to an Active Electrode Monitor to dynamically and continuously monitor the flow of electrosurgical current, thereby preventing patient injury from stray monopolar energy. With our “shielded and monitored” instruments, surgeons are able to perform electrosurgical procedures more safely, effectively, and economically than is possible using conventional instruments.

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. In May 2020, the Food and Drug Administration issued a Safety Communication that stated ~~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.”

Business Highlights

Proprietary, Patented Technology

We have developed and launched patented AEM Surgical Instruments and Monitors that enhance patient safety and patient outcomes in laparoscopic surgical procedures. We have been issued 16 21 unexpired patents relating to AEM technology from the United States Patent and Trademark Office, each encompassing multiple claims, and which have between one and ~~seventeen~~twenty years remaining. We also have patents ~~relating~~on to AEM technology ~~issued~~ in Europe, Japan, Canada, and Australia.

~~Technology Solves a Well Documented Risk in Minimally Invasive Surgery~~2

~~MIS offers~~Technology ~~significant~~Solves benefits for patients by reducing trauma, hospital stays, recovery times and medical costs. However, these benefits have not been achieved without the emergence of new risks. The risk of unintended tissue damage from stray electrosurgical energy has been well documented. Such injuries can be especially troubling given that often these injuries are out of the field of view, can go unrecognized at the time of surgery, and can lead to a ~~cascade~~Well-Documented ~~of adverse events, including death. Our patented AEM technology eliminates~~Risk ~~the risk of stray electrosurgical burns~~ in ~~MIS~~Minimally ~~while~~Invasive ~~providing surgeons with the tissue effects they desire.~~Surgery

2MIS significantly benefits patients by reducing trauma, hospital stays, recovery times, and medical costs. However, these benefits would not have been achieved without the emergence of new risks. The risk of unintended tissue damage from stray electrosurgical energy has been well documented. Such injuries can be especially troubling given that often these injuries are out of the field of view, can go unrecognized at the time of surgery, and can lead to a cascade of adverse events, including death. Our patented AEM technology eliminates the risk of stray electrosurgical burns in MIS while providing surgeons with the desired tissue effects.

Product Line has been Developed and Launched.

Our AEM Surgical Instruments and Monitors 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 a full range of instrument sizes, types, and styles favored by surgeons. While always quality-centric, we added a new level of customer-centricity with increased marketing focus on our reposable AEM EndoShield® 2 Burn Protection System (“EndoShield 2”). The EndoShield 2 can be used for a number of surgical procedures without reprocessing, can easily be used in any OR room with all prevalent electrosurgical generators, and eliminates a significant barrier to adoption. Thus, hospitals can make a complete and smooth conversion to our product line, thereby advancing patient safety in MIS.

Emerging as a Standard of Care

We believe that AEM technology is following a similar path as previous technological developments in surgery. Throughout the history of electrosurgery, companies that have developed significant technological breakthroughs in patient safety have seen their technologies become widely used. As with “Isolated” electrosurgical generators in the 1970s and with “REM” technology in the 1980s, AEM technology is receiving the broad endorsements that drove these previous new technologies to becoming a standard of care. We believe that it is possible to follow a course similar to that of pulse oximetry in becoming a standard of care. Our proprietary AEM technology enhances patient safety in MIS, especially in light of laparoscopic instruments being in closer proximity with single-port and reduced-port approaches. As a result, knowledgeable clinicians are now advocating AEM technology’s use.

Developing a Distribution Network is Advancing Utilization of AEM Technology

Our AEM technology, in the hands of a sales network with broad access to the surgery marketplace, will help to increase utilization and market share. Historically, our sales and marketing efforts have been hindered by our small size and limited distribution channels. While these limitations continue, we improved our sales network, which provided new hospital accounts with AEM technology in our fiscal year ended March 31, ~~2024~~2025. Our supplier agreements with Group Purchasing Organizations (“GPOs”) and other key ~~hospitals~~hospital systems are beginning to expose more hospitals to the benefits of our AEM technology. During the year ended March 31, 2020, our proprietary patient safety technology was recognized by the U.S. Department of Veterans Affairs, and provides us with the opportunity to market our instruments and monitors ~~into~~in VA ~~Medical~~medical ~~Centers~~centers. The VA is the largest medical system in the U.S., providing ~~service~~services to more than nine million veterans across more than 1,200 facilities. Also, during the year ended March 31, 2020, we were awarded a prestigious Vizient Innovative Technology Contract for monopolar surgical instruments and monitors. Vizient represents a diverse membership base that includes academic medical centers, pediatric facilities, community hospitals, integrated health delivery networks, and non-acute health care providers ~~and represents approximately $100 billion in annual medical devices and supplies purchasing volume~~.

Market Overview

We believe that our patented AEM technology provides us with marketing leverage toward gaining an increased share, both in terms of penetrations, as well as increasing our impact per procedure with AEM instrumentation.

In the 1990s, surgeons began widespread use of minimally invasive surgical techniques. The benefits of MIS are substantial and include reduced trauma for the patient, reduced hospital stay, shorter recovery time and lower medical costs. With improvements in the surgical laparoscopic camera and in the variety of available instruments, laparoscopic surgery became popular among general surgeons, gynecologic surgeons and other specialties. Laparoscopy now accounts for a large percentage of all surgical procedures performed in the United States. Approximately 75% of surgeons employ monopolar electrosurgery for laparoscopy according to ~~INTERactive~~Interactive ~~SURVeys~~Surveys. There are over 4.4 million laparoscopic procedures performed annually in the United States, and this number is increasing annually. (Note: except as otherwise stated, market estimates in this section are as reported by Patient Safety & Quality Healthcare).

A component of the endoscopic surgery products market includes laparoscopic hand instruments, including scissors, graspers, dissectors, forceps, suction/irrigation devices, clip appliers and other surgical instruments of various designs, which provide a variety of tissue effects. Among the laparoscopic hand instruments, approximately $500 million in sales annually are derived from instruments designed for "monopolar" electrosurgical utility. This market for laparoscopic monopolar electrosurgical instruments is the market we are targeting with our innovative AEM Surgical Instruments. Our proprietary AEM product line supplants the conventional “non-shielded, non-monitored” electrosurgical instruments commonly used in laparoscopic surgery.3

~~When a~~A ~~hospital~~component ~~decides~~of tothe ~~use~~endoscopic ~~our~~surgery ~~AEM~~products market ~~technology,~~includes welaparoscopic ~~make~~hand ~~recurring~~instruments, ~~sales~~including toscissors, ~~such~~graspers, ~~hospital~~dissectors, ~~for~~forceps, ~~replacement~~suction/irrigation ~~instruments.~~devices, ~~Sales~~clip ~~from reusable~~appliers and ~~disposable~~other ~~AEM~~surgical ~~products~~instruments inof ~~hospitals~~various ~~represented~~designs, ~~over~~which ~~90%~~provide a variety of ~~our~~tissue ~~sales~~effects. inAmong the ~~fiscal~~laparoscopic ~~year~~hand ~~ended March 31~~instruments, approximately ~~2024,~~$500 ~~and~~million wein ~~expect this~~ sales ~~stream~~annually toare ~~grow~~derived asfrom ~~new~~instruments ~~hospitals~~designed ~~increasingly~~for ~~adopt~~"monopolar" ~~AEM~~electrosurgical ~~technology~~utility. This ~~and~~market ~~existing~~for ~~hospitals~~laparoscopic ~~increase~~monopolar ~~usage~~electrosurgical ofinstruments ~~AEM~~is ~~instrumentation. We also expect to increase~~ the ~~value~~market ~~per~~we ~~procedure~~are ~~delivered~~targeting towith our ~~customers~~innovative ~~and,~~AEM ~~therefore,~~Surgical ~~expect~~Instruments. Our ~~the~~proprietary ~~dollars~~AEM ~~per~~product ~~procedure~~line tosupplants ~~increase. AEM~~the ~~Instruments~~conventional ~~are~~“non-shielded, ~~competitively~~non-monitored” ~~priced~~electrosurgical ~~compared~~instruments tocommonly used ~~conventional~~in laparoscopic ~~instruments~~surgery.

~~We aim~~When toa ~~further~~hospital ~~develop~~decides ~~the market by continuing~~ to ~~educate~~use ~~healthcare~~our ~~professionals about the benefits of~~ AEM technology ~~to advance patient~~, ~~safety.~~we Wemake ~~are~~recurring ~~developing~~sales ~~new~~to ~~devices~~such ~~that~~hospitals ~~integrate~~for ~~AEM~~replacement ~~technology,~~instruments. ~~which~~Sales wefrom ~~believe~~reusable ~~will~~and ~~have~~disposable ~~high~~AEM ~~surgeon~~products ~~appeal.~~in Wehospitals ~~are also working~~represented toover ~~improve~~90% ~~the reach~~ of our sales ~~network~~in ~~to key decision makers who purchase or recommend~~ the ~~purchase~~fiscal ofyear ~~laparoscopic~~ended ~~instruments~~March ~~and electrosurgical~~31, ~~devices. We are also pursuing relationships with selected GPOs~~2025, ~~hospital~~and ~~systems~~we ~~and~~expect ~~integrated~~this ~~delivery~~sales ~~networks~~stream to ~~assist~~ ingrow ~~promoting~~as ~~the~~new ~~benefits~~hospitals ofincreasingly adopt AEM technology. Weand ~~are~~existing ~~seeking~~hospitals ~~increasing~~increase ~~international~~usage ~~opportunities~~of ~~for~~ AEM ~~technology sales~~instrumentation. We ~~estimate~~ ~~sales~~also ~~outside~~expect ~~the U.S.~~ to beincrease ~~at least as large as that of~~ the ~~U.S.~~value ~~market.~~per Weprocedure ~~are~~delivered to ~~growing~~ our ~~presence~~customers ~~in Australia~~ and, ~~New Zealand~~therefore, ~~and~~expect ~~are seeking a new presence in~~ the ~~Middle~~dollars ~~East~~per ~~and~~procedure ~~Europe~~to increase. AsAEM ~~decisions~~Instruments are ~~made~~competitively atpriced acompared ~~system level, our intent is~~ to ~~highlight~~conventional ~~the~~laparoscopic ~~clinical, economic and safety benefits of using AEM technology~~instruments.

3We aim to further develop the market by continuing to educate healthcare professionals about the benefits of AEM technology to advance patient safety. We are developing new devices that integrate AEM technology, which we believe will have high surgeon appeal. We are also working to improve the reach of our sales network to key decision makers who purchase or recommend the purchase of laparoscopic instruments and electrosurgical devices. We are also pursuing relationships with selected GPOs, hospital systems, and integrated delivery networks to assist in promoting the benefits of AEM technology. We are seeking to increase international opportunities for AEM technology sales. We estimate sales outside the U.S. to be at least as large as those of the U.S. market. We are growing our presence in Australia and New Zealand and are seeking a new presence in the Middle East and Europe. As decisions are made at a system level, we intend to highlight the clinical, economic, and safety benefits of AEM technology.

The Technology

Stray Electrosurgical Burn Injury to the Patient

Electrosurgical technology is a valuable and prevalent resource for surgeons. Since its introduction in the 1930s, electrosurgical technology has continually evolved and is estimated to be used in over 75% of all surgeries.

The primary form of electrosurgery, monopolar electrosurgery, is a standard tool for general surgeons throughout the world. In monopolar electrosurgery, the surgeon uses an instrument (typically scissors, grasper/dissectors, spatula blades or suction-irrigation electrodes) to deliver electrical current to patient tissue. This “active electrode” provides the surgeon with the ability to cut, coagulate or ablate tissue as needed during the surgery. With the advent of MIS procedures, surgeons have continued using monopolar electrosurgery as a primary tool for hemostatic incision, coagulation of bleeding tissues, excision and ablation. Unfortunately, conventional laparoscopic electrosurgical instruments from competing manufacturers are susceptible to emitting stray electrical currents during the procedure. This risk is exacerbated by the fact that laparoscopic camera systems limit the surgical field of view. Ninety percent of the instrument may be outside the surgeon's field of view at any given time during the surgery.

The dangers of stray energy are twofold. Not only is there the danger created by the burn injury itself, but there is the compounding danger that the burn will go unnoticed during the surgery and be allowed to manifest post-operatively as fecal peritonitis or other potentially deadly and devastating outcomes. In many cases, the surgeon cannot detect stray electrosurgical burns at the time of the procedure because it is out of their field of visualization. The resulting complication usually presents itself days later in the form of a severe infection or sepsis, which often results in a hospital readmission and a difficult course of remedial surgeries and prolonged hospital recovery for the patient. This situation has even resulted in fatalities.

Stray electrosurgical burn injury can result from two causes – instrument insulation failure and capacitive coupling. Instrument insulation failure can be a common occurrence with laparoscopic instruments. Conventional active electrodes for laparoscopic surgery are designed with the same basic construction – a single conductive element and an outer insulation coating. This insulation can fail during the course of normal use during surgery. One university study found insulation defects in new disposable instruments before they were used or after limited surgical use. It is also possible for instrument insulation to become flawed during the handling, cleaning and sterilization process. This common insulation failure can allow electrical currents to "spark" from the instrument to unintended and unseen tissue with potentially serious consequences for the patient, such as bowel perforations. Four different studies indicate that the insulation failure rate in reusable instruments can be as high as one in five. Capacitive coupling is another way stray electrosurgical energy can cause unintended burns during laparoscopy. Capacitive coupling is an electrical phenomenon that occurs when current is induced from the instrument to nearby tissue or another instrument despite intact insulation. This potential for capacitive coupling is present in all laparoscopic surgeries that utilize monopolar electrosurgery devices and are likely to occur outside the surgeon’s field of view.

Conventional, “non-shielded, non-monitored” laparoscopic instruments are susceptible to causing unintended, unseen burn injuries to the patient in MIS. Instrument insulation failure and capacitive coupling are the primary causes of stray electrosurgical burns in laparoscopy and are the two events over which the surgical team has traditionally had no control. Although alternative forms to monopolar electrosurgery energy exist, these alternative energies tend to be less effective, take longer to achieve the desired surgical effect and are costlier.4

~~Encision’s~~Conventional, “non-shielded, non-monitored” ~~AEM~~laparoscopic ~~Surgical~~instruments ~~Instruments~~are susceptible to causing unintended, unseen burn injuries to the patient in MIS. Instrument insulation failure and capacitive coupling are the primary causes of stray electrosurgical burns in laparoscopy and are the two events over which the surgical team has traditionally had no control. Although alternative forms to monopolar electrosurgery energy exist, these alternative energies tend to be less effective, take longer to achieve the desired surgical effect and are costlier.

Encision’s AEM ~~technology~~ ~~eliminates~~Surgical ~~the risk of stray electrical energy caused by instrument insulation failure and capacitive coupling, and thus prevents unintended burn injuries to patients.~~Instruments

AEM ~~Surgical~~ ~~Instruments~~technology ~~are~~eliminates anthe ~~innovative~~risk ~~solution~~of to stray ~~electrosurgical~~electrical energy ~~burns~~caused inby ~~laparoscopic~~instrument ~~surgery~~insulation failure and ~~are~~capacitive ~~designed with the same look~~coupling, ~~feel~~ and ~~functionality~~thus asprevents ~~conventional~~unintended ~~instruments.~~burn ~~They~~injuries ~~direct electrosurgical energy where the surgeon desires, while continuously monitoring the current flow~~ to ~~prevent stray electrosurgical energy from instrument insulation failure or capacitive coupling~~patients.

~~Whereas conventional instruments are simply a conductive element with a layer of insulation coating,~~ AEM Surgical Instruments ~~have~~are aan ~~patented,~~innovative solution ~~multi-layered~~to ~~design~~stray ~~with~~electrosurgical aburns ~~built-~~in ~~“shield,”~~laparoscopic asurgery ~~concept~~and ~~much~~are ~~like~~designed with the ~~third-wire~~same ~~ground~~look, infeel ~~standard electrical cords. The shield in these instruments is electrically connected~~ and ~~referenced~~functionality ~~back~~as toconventional ~~an AEM Monitor at the electrosurgical generator~~instruments. ~~In the~~ ~~event~~They ofdirect aelectrosurgical ~~harmful level of stray electrical~~ energy, ~~the~~where ~~monitor shuts down~~ the ~~power~~surgeon ~~at the source~~desires, ~~assuring patient safety. If instrument insulation failure should occur, the AEM system,~~ while ~~continually~~continuously monitoring the ~~instrument,~~current ~~immediately~~flow ~~interrupts~~to ~~monopolar~~prevent ~~output from~~stray ~~the~~ electrosurgical ~~generator and alerts the surgical staff. The AEM system protects against capacitive coupling by providing a~~ ~~neutral return path for “capacitive” electrical~~ energy. ~~Capacitive energy is continually drained away~~ from ~~the~~ instrument ~~and~~ ~~away~~insulation ~~from~~failure ~~the~~or ~~patient~~capacitive ~~through the protective shield built into all AEM instruments and the connected AEM Monitor~~coupling.

4Whereas conventional instruments are simply a conductive element with a layer of insulation coating, AEM Surgical Instruments have a patented, multi-layered design with a built-in “shield,” a concept much like the third-wire ground in standard electrical cords. The shield in these instruments is electrically connected and referenced back to an AEM Monitor at the electrosurgical generator. In the event of a harmful level of stray electrical energy, the monitor shuts down the power at the source, assuring patient safety. If instrument insulation failure should occur, the AEM system, while continually monitoring the instrument, immediately interrupts monopolar output from the electrosurgical generator and alerts the surgical staff. The AEM system protects against capacitive coupling by providing a neutral return path for “capacitive” electrical energy. Capacitive energy is continually drained away from the instrument and away from the patient through the protective shield built into all AEM instruments and the connected AEM Monitor.

The AEM system ~~consists~~comprises of shielded 5mm AEM Instruments and an AEM monitor. The AEM Instruments are designed to function identically to the conventional 5mm instruments that surgeons are familiar with, but with the added benefit of enhanced patient safety. Our entire line of laparoscopic instruments has the integrated AEM design and includes the full range of instruments ~~that are~~ common in laparoscopic surgery today. The AEM monitor is compatible with most electrosurgical generators, and can ~~also~~ be adapted for ~~use in~~ robotic systems. AEM Surgical Instruments provide enhanced patient safety, require no change in surgeon techniques, ~~technique~~ and are cost -competitive. Thus, conversion to AEM Surgical Instruments is easy and economical.

Historical Perspective

We ~~were~~ were organized as a Colorado corporation in 1991 and spent several years developing the AEM monitoring system and protective sheaths to adapt to conventional electrosurgical instruments. During this period, we conducted product trials and applied for patents with the United States Patent and Trademark Office and ~~with~~ International patent agencies. Our patents relate to the basic shielding and monitoring technologies ~~that~~ we incorporate into our AEM products. As of March 31, ~~2024~~2025, we have 1621 unexpired United States patents relating to specific implementations of shielding and monitoring in instruments, and we continue to add patents as we further develop our proprietary technology and its applications.

As we evolved, it was clear to us that our “active electrode monitoring” technology needed to be integrated into the standard laparoscopic instrument design. As the development program proceeded, it also became apparent that the merging of electrical and mechanical engineering skills in the instrument development process for our patented, integrated electrosurgical instruments was a complex and difficult task. As a result, instruments with integrated AEM technology were not completed for several years. Prior to offering a full range of laparoscopic electrosurgical instrumentation, it was difficult for hospitals to commit to the AEM solution, as we did not have adequate comparable surgical instrument options to match surgeon demand.

With ~~the~~ the broad array of AEM instruments now available, the surgeon has a wide choice of instrument options and does not have to change surgical technique to use our AEM products. Since conversion to AEM technology is transparent to the surgeon, hospitals can now universally convert to AEM technology, thus providing all of their laparoscopic surgery patients a higher level of safety. This development coincides with the continued expansion of independent endorsements for AEM technology. Recommendations from the malpractice insurance and medicolegal communities complement the broad clinical endorsements that AEM technology has garnered over the past few years, leading to better awareness for the benefits of the technology.

~~Products~~5

We produce and market a full line of AEM Instruments, which are “shielded and monitored” to prevent stray electrosurgical burns from insulation failure and capacitive coupling. Our product line includes a broad range of endo-mechanical instruments (scissors, graspers and dissectors), fixed-tip electrodes and suction-irrigation electrodes. These AEM Instruments are available in a wide array of reusable and disposable options. Also, we have a line of handles that are used for advanced laparoscopic procedures that incorporate stiffer shafts and ergonomic features. In addition, we market an AEM monitor product line that is used in conjunction with AEM Instruments. Our AEM EndoShield® 2 Burn Protection System can be used for a number of surgical procedures without reprocessing, reduces the customer’s cost per use significantly, and eliminates a significant barrier to adoption. Thus, hospitals can make a complete and smooth conversion to our product line, thereby advancing patient safety in MIS. The EndoShield 2 integrates our patented AEM technology into a disposable smart cord and eliminates the need for a separate AEM monitor. It is changing the marketplace for electrosurgical devices and laparoscopic instruments by providing a solution to a well-documented hazard unique to laparoscopic surgery.Products

~~The introduction~~We ofproduce ~~our~~and market a full line of AEM ~~2X enTouch®~~ ~~Scissors~~Instruments, which (are “~~2X Scissors~~shielded and monitored”) ~~brought~~to ~~new~~prevent ~~levels~~stray ofelectrosurgical ~~performance~~burns ~~and~~from ~~economy to~~insulation ~~the~~failure ~~surgical~~and ~~scissor~~capacitive ~~market~~coupling. Our byproduct ~~combining~~line ~~the~~includes ~~best-in-class~~a ~~performance~~broad range of ~~our~~endo-mechanical ~~enTouch~~instruments ~~Disposable~~(scissors, ~~Scissors~~graspers ~~with~~and ~~the~~dissectors), ~~value~~fixed-tip electrodes and ~~economy~~suction-irrigation ofelectrodes. These AEM Instruments are available in a ~~multi-use~~wide ~~device.~~array Weof ~~believe~~reusable ~~that~~and ~~our~~disposable ~~2X Scissors~~options. ~~will~~Also, we have a ~~significant~~line ~~impact~~of onhandles ~~the~~that are ~~disposable~~used for advanced laparoscopic ~~scissor~~procedures ~~market. Our~~that ~~enTouch~~incorporate ~~Disposable~~stiffer ~~Scissors~~shafts ~~have~~and ~~long~~ergonomic ~~been~~features. ~~the~~In ~~surgeon~~addition, ~~preferred~~we market an AEM monitor product ~~because~~line ofthat ~~their~~is ~~sharpness~~used ~~and~~in ~~micro-serrations~~conjunction with AEM Instruments. Our ~~2X Scissors provide~~AEM ~~all~~EndoShield® ~~those~~2 ~~benefits~~Burn atProtection ~~half~~System ~~the~~can ~~cost~~be ~~per~~used ~~use~~for ~~and~~a ~~reduce~~number of ~~hospital~~surgical ~~waste~~procedures ~~and~~without reprocessing, reduces the ~~impact~~customer’s oncost ~~the~~per ~~environment~~use assignificantly, ~~well.~~and ~~The~~eliminates ~~thermochromic technology~~a ~~integrated~~significant ~~into 2X Scissors~~barrier to ~~lets~~adoption. ~~the~~Thus, ~~hospital~~hospitals ~~know~~can ~~when~~make toa ~~replace~~complete ~~the~~and ~~scissors~~smooth ~~with~~conversion ~~new~~to ~~ones~~our ~~and~~product ~~makes~~line, ~~tracking their~~thereby ~~use~~advancing ~~simple~~patient ~~and~~safety ~~easy~~in MIS. ~~2X Scissors~~The EndoShield ~~work~~2 ~~with~~integrates ~~hot~~our patented AEM ~~dissection~~technology ~~and~~into ~~have~~ a ~~price~~disposable ~~point~~smart ~~that~~cord ~~makes~~and ~~them~~eliminates ~~suitable~~the need for ~~cold~~a ~~dissection as~~separate ~~well~~AEM monitor. ~~2X Scissors~~It is ~~should~~changing ~~open~~the ~~new~~marketplace ~~use segments~~ for uselectrosurgical devices and ~~create~~laparoscopic aninstruments ~~opportunity~~by ~~for~~providing ~~customers~~a solution to ~~standardize~~a onwell-documented ~~our entire portfolio~~hazard ofunique ~~Active~~to ~~Electrode~~laparoscopic ~~Monitoring (AEM®) products~~surgery.

~~Services~~The introduction of our AEM 2X enTouch® Scissors (“2X Scissors”) brought new levels of performance and economy to the surgical scissor market by combining the best-in-class performance of our enTouch Disposable Scissors with the value and economy of a multi-use device. We believe that our 2X Scissors will have a significant impact on the disposable laparoscopic scissor market. Our enTouch Disposable Scissors have long been the surgeon preferred product because of their sharpness and micro-serrations. Our 2X Scissors provide all those benefits at half the cost per use and reduce hospital waste and the impact on the environment as well. The thermochromic technology integrated into 2X Scissors lets the hospital know when to replace the scissors with new ones and makes tracking their use simple and easy. 2X Scissors work with hot AEM dissection and have a price point that makes them suitable for cold dissection as well. 2X Scissors should open new use segments for us and create an opportunity for customers to standardize on our entire portfolio of Active Electrode Monitoring (AEM®) products.

~~In February 2023, we signed a Proof-of-Concept~~ Services Agreement with Vicarious Surgical Inc. (“Vicarious”). The Vicarious robot design intends to maximize visualization, precision, and control of instruments in robotic-assisted minimally invasive surgery.

5In February 2023, we signed a Proof-of-Concept Services Agreement with Vicarious Surgical Inc. (“Vicarious”). The Vicarious robot design intends to maximize visualization, precision, and control of instruments in robotic-assisted minimally invasive surgery.

Sales and Marketing Overview

We believe that AEM technology can become the standard of care in laparoscopic surgery worldwide. Our marketing efforts are focused on building awareness by providing technical education for ~~Health~~healthcare ~~Care~~providers ~~Providers~~ on the dangers of stray electrosurgical energy and ~~in providing~~ clinical and economic evidence to substantiate the value of AEM technology to hospitals, their staff, and their patients. We also leverage relationships with prominent hospitals and surgeons where AEM Technology has increased their level of patient care and improved their overall surgical outcomes.

In addition, there is increasing public interest in the reduction of medical errors and the advancement of patient safety. For example, the National Quality Forum and CMS (Centers for Medicare and Medicaid Services) recognize “patient death or serious disability associated with a burn incurred from any source while being cared for in a healthcare facility” as a “never-event”. We believe that the credibility and importance of our technology is complemented by this expanding public interest in advancing patient safety in new CMS Hospital Quality Metrics.

To ~~cost~~ cost-effectively expand market coverage, we focus on optimizing our distribution network, comprised of direct and independent sales representatives who are managed and directed by our regional sales managers throughout the United States. In some instances, customers have recognized the patient safety risks inherent in monopolar electrosurgery and have accepted AEM technology as the way to eliminate those risks. In other instances, we have found selling the concept behind AEM technology more difficult. This difficulty is due to several factors, including the necessity to make surgeons, nurses, and hospital risk managers aware of the potential for unintended electrosurgical burns (which exists when conventional instruments are used during laparoscopic monopolar electrosurgery) and the resulting increased patient injury and medicolegal liability exposure. Additionally, we must contend with the overall lack of single purchasing points in the industry (surgeons, hospital personnel, and value analysis committees have to be in substantial agreement as to the benefits of new technology), and the resulting need to make multiple sales calls on personnel with the authority to commit to hospital expenditures. Other challenges include the fact that many hospitals have exclusive contractual agreements with manufacturers of competing surgical instruments.

Our goal is to optimize a network that has experience selling into the hospital operating room environment. We believe that improvement in this network offers us the best opportunity to cost effectively broaden acceptance of our product line and generate increased and recurring sales. Additionally, we are pursuing supplier agreements with the major selected GPOs, hospital systems and integrated delivery networks.6

~~In addition~~Our togoal ~~the~~is ~~efforts~~ to ~~broaden~~optimize ~~market~~a ~~acceptance~~network inthat ~~the~~has ~~United States, we have contracted with independent distributors in Australia~~experience ~~and~~selling ~~New~~into ~~Zealand~~the tohospital ~~market~~operating ~~our~~room ~~products internationally~~environment. We ~~have~~believe ~~achieved~~that ~~Conformité~~improvement ~~Européene~~in ~~(“CE”)~~this ~~marking for~~network ~~our~~offers ~~products~~us ~~so that we may sell into~~ the ~~European~~best ~~marketplace.~~opportunity ~~The CE marking indicates that a manufacturer has conformed~~ to ~~all~~cost-effectively ofbroaden ~~the~~acceptance ~~obligations~~of ~~imposed~~our byproduct ~~European~~line ~~health,~~and ~~safety~~generate increased and ~~environmental~~recurring ~~legislation~~sales. ~~While~~Additionally, CEwe ~~certification~~are ~~opens~~pursuing upsupplier ~~incremental~~agreements ~~markets~~with ~~in Europe, our distribution options in~~ the ~~European~~major ~~marketplace~~selected ~~are~~GPOs, ~~developing~~hospital systems, and ~~sales~~integrated indelivery ~~international markets are small~~networks.

WeIn addition to the efforts to broaden market ~~believe~~acceptance ~~that~~in the ~~expanding~~United ~~awareness~~States, ~~for~~we ~~AEM~~have ~~technology~~contracted ~~through~~with ~~education~~independent ~~and~~distributors ~~the~~in ~~improved~~Australia ~~sales~~and ~~network~~New ofZealand ~~independent~~to ~~representatives~~market our products ~~will~~internationally. ~~provide~~We ~~the~~have ~~basis~~achieved Conformité Européene (“CE”) marking for ~~increased~~our ~~sales~~products ~~and~~so ~~continuing~~that ~~profitable~~we ~~operations.~~may ~~However,~~sell ~~these~~into the ~~measures,~~European ormarketplace. ~~any~~The ~~others~~CE marking indicates that wea ~~may~~manufacturer ~~adopt~~has conformed to all of the obligations imposed by European health, ~~may~~safety ~~not~~and ~~result~~environmental legislation. While CE certification opens up incremental markets in ~~increased~~Europe, our distribution options in the European marketplace are developing, and sales orin ~~profitable~~international ~~operations~~markets are small.

~~Research~~We believe that the expanding awareness for AEM technology through education and ~~Development~~the improved sales network of independent representatives will provide the basis for increased sales and continuing profitable operations. However, these measures, or any others that we may adopt, may not result in increased sales or profitable operations.

WeResearch aim to continually expand our AEM Instrument product line to satisfy the evolving needs of surgeons. For AEM technology to fully become a standard of care, we must satisfy surgeons’ preferred instrument shapes, sizes, styles and functionality with integrated AEM technology. This commitment includes expanding the styles of electrosurgical instruments available for MIS applications so that the conversion to AEM technology is transparent to surgeons and does not require significant change in their current surgical techniques. We employ full-time engineers and use independent contractors from time to time in our research and product development efforts. This group continuously explores ways to broaden and enhance the product line. Current research and development efforts are focused primarily on line-extension projects to further expand our AEM Instrument product offering to increase surgeons’ choices and options in laparoscopic surgery. Our research and development expenses were $621,894 in fiscal year 2024 and $816,119 in fiscal year 2023. We expense research and development costs for products and processes as incurred. Costs that are included in research and development expenses include direct salaries, contractor fees, materials, facility costs and administrative expenses that relate to research and development.Development

~~Manufacturing~~We aim to continually expand our AEM Instrument product line to satisfy the evolving needs of surgeons. For AEM technology to fully become a standard of care, we must satisfy surgeons’ ~~Regulatory~~preferred ~~Affairs~~instrument shapes, sizes, styles, and ~~Quality~~functionality ~~Assurance~~with integrated AEM technology. This commitment includes expanding the styles of electrosurgical instruments available for MIS applications so that the conversion to AEM technology is transparent to surgeons and does not require a significant change in their current surgical techniques. We employ full-time engineers and use independent contractors from time to time in our research and product development efforts. This group continuously explores ways to broaden and enhance the product line. Current research and development efforts are focused primarily on line-extension projects to further expand our AEM Instrument product offering to increase surgeons’ choices and options in laparoscopic surgery. Our research and development expenses were $593,152 in fiscal year 2025 and $621,894 in fiscal year 2024. We expense research and development costs for products and processes as incurred. Costs that are included in research and development expenses include direct salaries, contractor fees, materials, facility costs and administrative expenses that relate to research and development.

~~We engage in various manufacturing and assembly activities at our leased facility in Boulder~~Manufacturing, ~~Colorado. These operations include disposable~~ ~~scissor~~Regulatory ~~inserts~~Affairs ~~manufacturing~~ and ~~assembly~~Quality of our AEM Instrument system as well as fabrication, assembly and test operations for instruments, monitors and accessories. We also have relationships with a number of outside suppliers. Three vendors accounted for approximately 47% of our inventory purchases.Assurance

We ~~believe~~ ~~that~~engage ~~the~~in ~~use~~various ofmanufacturing ~~both internal~~ and ~~external~~assembly activities ~~manufacturing~~at ~~capabilities~~our ~~allows~~leased ~~for~~facility ~~increased flexibility~~ in ~~meeting~~Boulder, ~~our~~Colorado. ~~customer delivery~~These ~~requirements~~operations ~~and~~include ~~significantly~~disposable ~~reduces~~scissor ~~the~~inserts ~~need~~manufacturing ~~for~~and ~~investment in specialized capital equipment. We have developed multiple~~assembly ~~sources~~ of ~~supply where possible. Our relationship with~~ our ~~suppliers~~AEM isInstrument ~~generally~~system ~~limited~~as towell ~~individual purchase order agreements supplemented,~~ as ~~appropriate~~fabrication, byassembly ~~contractual~~and ~~relationships~~test tooperations ~~help~~for ~~ensure~~instruments, ~~the~~monitors ~~availability~~ and ~~low cost of certain products~~accessories. ~~All~~We ~~components,~~also ~~materials~~have ~~and~~relationships ~~sub-assemblies~~with ~~used~~a innumber ~~our~~of ~~products,~~outside ~~whether~~suppliers. ~~produced~~Three ~~in-house~~vendors oraccounted ~~obtained~~for ~~from~~approximately ~~others,~~54% ~~are~~of ~~inspected to ensure compliance with~~ our ~~specifications.~~ ~~All~~inventory ~~finished products are subject to our quality assurance and performance testing procedures~~purchases.

6We believe that the use of both internal and external manufacturing capabilities allows for increased flexibility in meeting our customer delivery requirements and significantly reduces the need for investment in specialized capital equipment. We have developed multiple sources of supply where possible. Our relationship with our suppliers is generally limited to individual purchase order agreements supplemented, as appropriate, by contractual relationships to help ensure the availability and low cost of certain products. All components, materials and sub-assemblies used in our products, whether produced in-house or obtained from others, are inspected to ensure compliance with our specifications. All finished products are subject to our quality assurance and performance testing procedures.

As discussed in the section on Government Regulation, we are subject to the rules and regulations of the United States Food and Drug Administration (“FDA”). Our leased facility of 28,696 square feet contains approximately 15,100 square feet of manufacturing, regulatory affairs and quality assurance space. The facility is designed to comply with the Quality System Regulation (“QSR”), as specified in published FDA regulations. Our latest inspection by the FDA occurred in October 2015.

We achieved CE marking in August 2000, which required prior certification of our quality system and product documentation. Maintenance of the CE marking status requires periodic audits of the quality system and technical documentation by our European Notified Body, TUV Rheinland. The most recent audit was completed in February 2023.

~~Patents, Patent Applications and Intellectual Proprietary Rights~~7

~~We have invested heavily in an effort to protect our valuable technology~~Patents, ~~and, as a result of this effort, we have been issued 16 unexpired~~ ~~relevant~~Patent ~~patents~~Applications ~~that together form a significant intellectual property position. Our patents relate to the basic shielding~~ and ~~monitoring technologies~~Intellectual ~~that~~Proprietary we incorporate into our AEM products. As of March 31, 2024, we have 16 unexpired United States patents relating to specific implementations of shielding and monitoring in instruments. As of March 31, 2024, there are between one and seventeen years remaining on our AEM patents. We have five patent applications in process, and we have four trademarks.Rights

~~Our technical~~We ~~progress~~have ~~depends~~invested toheavily ain ~~significant~~an ~~degree~~effort onto protect our ~~ability~~valuable totechnology, ~~maintain~~and, ~~patent~~as ~~protection~~a ~~for~~result ~~products~~of ~~and~~this ~~processes~~effort, towe ~~preserve our~~have ~~trade~~been ~~secrets~~issued ~~and~~26 tounexpired ~~operate~~relevant ~~without~~patents ~~infringing~~that ~~the~~together ~~proprietary~~form ~~rights~~a ofsignificant intellectual ~~third~~property ~~parties~~position. Our ~~policy~~patents isrelate to ~~attempt~~the tobasic ~~protect~~shielding and monitoring technologies that we incorporate into our AEM ~~technology~~products. ~~by,~~As ~~among~~of ~~other~~March ~~things~~31, ~~filing~~2025, ~~patent~~we ~~applications~~have ~~for~~21 ~~technology~~unexpired ~~that~~United weStates ~~consider~~patents ~~important~~relating to ~~the~~specific ~~development~~implementations of ~~our~~shielding ~~business.~~and monitoring ~~The~~in ~~validity~~instruments. ~~and~~As ~~breadth~~ of ~~claims~~March ~~covered~~31, in2025, ~~medical~~there ~~technology~~are ~~patents~~between ~~involve~~one ~~complex legal~~ and ~~factual~~twenty ~~questions~~years ~~and,~~remaining ~~therefore, may~~on beour ~~highly~~AEM ~~uncertain~~patents. ~~Even~~We ~~though~~have wefour ~~hold~~patent ~~patented~~applications in ~~technology~~process, ~~others~~and ~~might~~we ~~copy~~have ~~our~~four ~~technology or otherwise incorporate our technology into their products~~trademarks.

WeOur technical progress depends to a significant ~~require~~degree on our ~~employees~~ability to ~~execute~~maintain ~~non-disclosure~~patent ~~agreements~~protection ~~upon~~for ~~commencement~~products ofand ~~employment.~~processes, ~~These~~to ~~agreements~~preserve ~~generally~~our ~~provide~~trade ~~that~~secrets, ~~all~~and to operate without ~~confidential~~infringing ~~information~~the ~~developed~~proprietary orrights ~~made~~of ~~known~~third parties. Our policy is to ~~the~~attempt ~~individual~~to protect our technology by, usamong ~~during~~other things, filing patent applications for technology that we consider important to the ~~course~~development of ~~the~~our ~~individual's~~business. ~~employment~~The isvalidity ~~our~~and ~~property~~breadth of claims covered ~~and~~in ismedical totechnology bepatents ~~kept~~involve ~~confidential~~complex legal and ~~not~~factual toquestions and, therefore, may be ~~disclosed~~highly touncertain. ~~third~~Even ~~parties~~though we hold patented technology, others might copy our technology or otherwise incorporate our technology into their products.

~~Competition~~We require our employees to execute non-disclosure agreements upon commencement of employment. These agreements generally provide that all confidential information developed or made known to the individual by us during the course of the individual's employment is our property and is to be kept confidential and not to be disclosed to third parties.

The electrosurgical device market is intensely competitive and tends to be dominated by a relatively small group of large and well-financed companies. We compete directly for customers with those companies that currently make conventional electrosurgical instruments. Larger competitors include Advanced Surgical Technologies Group (a division of Medtronic plc) and Ethicon Endo-Surgery (a division of Johnson & Johnson). While we know of no competitor (including those referenced above) that can provide a continuous solution to stray electrosurgical burns, the manufacturers of conventional (non-monitored, non-shielded) instruments will resist any loss of market share resulting from the presence of our products in the marketplace. What clearly differentiates us from the competition is that while competitive technologies may somewhat reduce the risk of stray energy burns, only AEM Technology completely eliminates it.Competition

~~We also~~The ~~believe~~electrosurgical ~~that~~device ~~manufacturers~~market ofis ~~products~~intensely competitive ~~based~~and ontends ~~alternative technology~~ to ~~monopolar~~be ~~electrosurgery~~dominated ~~are~~by ~~our~~a ~~competitors.~~relatively ~~These~~small ~~alternative technologies~~group ~~include~~of ~~other~~large ~~“advanced~~and ~~energy”~~well-financed ~~technologies~~companies. ~~such~~We ascompete ~~bipolar~~directly ~~electrosurgery,~~for ~~laser~~customers with ~~surgery~~those ~~and~~companies ~~ultrasonic~~that ~~dissector sealers.~~currently ~~Leading~~make ~~manufacturers~~conventional inelectrosurgical ~~these~~instruments. ~~areas~~Larger competitors include Advanced Surgical Technologies Group, ~~Gyrus/ACMI~~ (a division of ~~Olympus~~Medtronic ~~Corporation and a leader in bi-polar electrosurgery~~plc), ~~Lumenis (laser surgery)~~ and Ethicon Endo-Surgery (a division of Johnson ~~and~~& Johnson,). ~~manufacturers~~ While we know of ~~the~~no ~~harmonic~~competitor ~~scalpel).~~(including those Wereferenced ~~believe~~above) that ~~monopolar~~can ~~electrosurgery~~provide ~~offers~~a ~~substantial~~continuous ~~competitive,~~solution ~~functional~~to ~~and~~stray ~~financial~~electrosurgical ~~advantages over~~burns, ~~these~~the ~~alternative~~manufacturers ~~energy~~of ~~technologies~~conventional ~~and~~(non-monitored, non-shielded) instruments will ~~remain~~resist ~~the~~any ~~primary~~loss ~~tool~~of ~~for~~market share resulting from the ~~surgeon,~~presence asof itour ~~has~~products ~~been~~in ~~for~~the ~~decades~~marketplace. ~~However,~~What ~~the~~clearly ~~risk~~differentiates ~~exists~~us from the competition is that ~~these~~while ~~alternative~~competitive technologies may ~~gain~~somewhat ~~greater~~reduce ~~market~~the ~~share~~risk ~~and~~of ~~that~~stray ~~new~~energy ~~competitive~~burns, ~~techniques~~only AEM ~~may~~Technology becompletely ~~developed~~eliminates ~~and introduced~~it.

~~As mentioned~~We inalso ~~the~~believe ~~Sales~~that ~~and~~manufacturers ~~Marketing~~of ~~discussion,~~products based ~~the~~on ~~competitive~~alternative ~~issues~~technology ~~involved~~to inmonopolar ~~selling~~electrosurgery are our ~~AEM~~competitors. ~~product~~These ~~line~~alternative dotechnologies ~~not~~include ~~primarily~~other ~~revolve~~“advanced ~~around~~energy” atechnologies ~~comparison~~such ofas ~~cost~~bipolar ~~or features~~electrosurgery, ~~but~~laser ~~rather~~surgery ~~involve~~and ~~generating~~ultrasonic andissector ~~awareness~~sealers. ofLeading ~~the~~manufacturers ~~inherent~~in ~~hazards~~these areas ofinclude ~~electrosurgery~~Advanced ~~and~~Surgical ~~the potential~~Technologies ~~for~~Group, ~~injury~~Gyrus/ACMI to(a ~~the~~division ~~patient.~~of ~~This~~Olympus ~~involves~~Corporation ~~conceptual~~and ~~selling,~~a ~~rather~~leader ~~than~~in ~~just~~bi-polar ~~product selling~~electrosurgery), Lumenis ~~which~~(laser ~~results~~surgery) inand Ethicon Endo-Surgery (a ~~longer~~division ~~sales cycle~~of Johnson and ~~generally~~Johnson, ~~higher~~manufacturers ~~sales~~of ~~costs~~the harmonic scalpel). ~~Independent~~We ~~endorsements~~believe that ofmonopolar ~~AEM~~electrosurgery ~~technology~~offers ~~have~~substantial ~~greatly~~competitive, ~~enhanced~~functional ~~the~~and ~~credibility~~financial ofadvantages ~~AEM~~over ~~Instruments.~~these alternative energy technologies ~~However,~~and ~~our~~will ~~efforts~~remain tothe ~~increase~~primary ~~market~~tool ~~awareness~~for ofthe ~~this~~surgeon, ~~technology~~as ~~may~~it ~~not~~has bebeen ~~successful~~for decades. However, ~~and~~the ~~our~~risk ~~competitors~~exists ~~may~~that ~~develop~~these alternative technologies ~~strategies~~may gain greater market share and~~/or~~ ~~products~~that tonew ~~counter~~competitive ~~our~~techniques ~~marketing~~may ~~efforts~~be developed and introduced.

~~Many of~~As ~~our~~mentioned ~~competitors~~in ~~and~~the ~~potential~~Sales ~~competitors~~and ~~have~~Marketing ~~widely-used~~discussion, the ~~products~~competitive ~~and~~issues ~~significantly~~involved ~~greater~~in ~~financial,~~selling ~~technical,~~our AEM product ~~development, marketing~~line ~~and~~do ~~other~~not ~~resources.~~primarily Inrevolve ~~addition~~around toa ~~our~~comparison ~~direct~~of ~~sales~~cost ~~force~~or features, webut rather ~~utilize~~involve agenerating ~~network~~an awareness of ~~independent~~the ~~distributor~~inherent ~~representatives in~~hazards ~~selected~~of ~~areas.~~electrosurgery Inand ~~some~~the ~~cases,~~potential ~~our~~for ~~options~~injury ~~for~~to ~~independent~~the ~~distribution~~patient. ~~have~~This ~~conflicting~~involves conceptual ~~and~~selling, ~~competing~~rather than just product ~~interests~~selling, which ~~compromise our~~results ~~ability~~in toa ~~make~~longer ~~market~~sales ~~advances~~cycle inand ~~certain~~generally ~~areas~~higher sales costs. WeIndependent endorsements ~~may~~of ~~not~~AEM betechnology ~~able~~have togreatly ~~compete~~enhanced ~~successfully~~the ~~against~~credibility ~~current~~of ~~and~~AEM ~~future~~Instruments. ~~competitors~~However, ~~and~~ ~~competitive~~our ~~pressures~~efforts ~~faced~~to byincrease usmarket ~~may~~awareness of ~~have~~this atechnology ~~material~~may ~~adverse~~not ~~impact~~be onsuccessful, and our ~~business,~~competitors ~~operating~~may ~~results~~develop alternative strategies and/or ~~financial~~products ~~condition~~to counter our marketing efforts.

7Many of our competitors and potential competitors have widely-used products and significantly greater financial, technical, product development, marketing and other resources. In addition to our direct sales force, we utilize a network of independent distributor representatives in selected areas. In some cases, our options for independent distribution have conflicting and competing product interests which compromise our ability to make market advances in certain areas. We may not be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse impact on our business, operating results and financial condition.

~~Government Regulation~~8

Government regulation in the United States and other countries is a significant factor in the development and marketing of our products and in our ongoing manufacturing, research and development activities. The FDA regulates us and our products under a number of statutes, including the Federal Food, Drug and Cosmetics Act (the “FDC Act”). Under the FDC Act, medical devices are classified as Class I, II or III based on the controls deemed necessary to reasonably ensure their safety and effectiveness. Class I devices are subject to the least extensive controls, as their safety and effectiveness can be reasonably assured through general controls (e.g., labeling, pre-market notification and adherence to QSR). For Class II devices, safety and effectiveness can be assured using special controls (e.g., performance standards, post-market surveillance, patient registries and FDA guidelines). Class III devices (e.g., life-sustaining or life-supporting implantable devices or new devices which have been found not to be substantially equivalent to legally marketed devices) require the highest level of control, generally requiring pre-market approval by the FDA to ensure their safety and effectiveness. Our products are Class II devices.Regulation

~~If a~~Government ~~manufacturer~~regulation orin ~~distributor~~the ofUnited ~~medical~~States ~~devices~~and other ~~can~~countries ~~establish~~is ~~that~~ a ~~proposed~~significant ~~device~~factor isin ~~"substantially~~the ~~equivalent"~~development toand amarketing ~~legally marketed~~of ~~Class~~our Iproducts orand ~~Class~~in IIour ~~medical~~ongoing ~~device~~manufacturing, orresearch, toand development aactivities. ~~Class~~The ~~III~~FDA ~~medical~~regulates ~~device~~us ~~for~~and ~~which~~our ~~the~~products ~~FDA~~under ~~has not required~~ a ~~pre-market~~number ~~approval application~~of statutes, including the ~~manufacturer~~Federal orFood, ~~distributor~~Drug, ~~may~~and ~~seek~~Cosmetics Act ~~FDA marketing clearance for~~ (the ~~device~~“FDC ~~by filing a 510(k~~Act”) ~~pre-market notification~~. ~~Following~~ ~~submission~~Under of the ~~510(k)~~FDC ~~notification~~Act, ~~the~~medical ~~manufacturer~~devices orare ~~distributor~~classified ~~may~~as ~~not~~Class ~~place~~I, ~~the~~II, ~~device~~or ~~into~~III ~~commercial~~based ~~distribution in~~on the ~~United~~controls ~~States~~deemed necessary ~~until~~to anreasonably ~~order~~ensure ~~has~~their ~~been~~safety ~~issued~~and ~~by the FDA~~effectiveness. ~~The~~Class ~~FDA's~~I ~~target~~devices ~~for~~are ~~issuing~~subject ~~such~~to ~~orders~~the isleast ~~within~~extensive 90controls, ~~days~~as oftheir ~~submission,~~safety ~~but~~and ~~the~~effectiveness ~~process~~ can ~~take~~be ~~significantly~~reasonably ~~longer.~~assured ~~The~~through ~~order~~general ~~may~~controls ~~declare~~(e.g., ~~the~~labeling, ~~FDA's~~pre-market ~~determination~~notification, ~~that~~and ~~the~~adherence ~~device~~to ~~is "substantially equivalent"~~QSR). toFor ~~another~~Class ~~legally~~II ~~marketed~~devices, ~~device~~safety and ~~allow~~effectiveness ~~the~~can ~~proposed device to~~ be ~~marketed~~assured inusing ~~the~~special ~~United~~controls ~~States~~(e.g., ~~The~~performance ~~FDA~~standards, ~~may~~post-market surveillance, patient ~~however~~registries, ~~determine that~~and ~~the~~FDA ~~proposed~~guidelines). ~~device~~Class isIII ~~not~~devices ~~substantially~~(e.g., ~~equivalent~~life-sustaining or ~~may~~life-supporting ~~require~~implantable ~~further~~devices ~~information,~~or ~~such~~new asdevices which ~~additional~~have ~~test~~been ~~data,~~found ~~before~~not ~~deciding regarding~~to ~~substantial~~be ~~equivalence.~~substantially ~~Any~~equivalent ~~adverse~~to ~~determination~~legally ormarketed ~~request~~devices) ~~for~~require ~~additional~~the ~~information~~highest ~~could~~level ~~delay~~of ~~market~~control, ~~introduction and~~generally ~~have~~requiring apre-market ~~material~~approval ~~adverse~~by ~~effect~~the onFDA ~~our~~to ~~continued~~ensure ~~operations.~~their Wesafety ~~have received a favorable 510(k) notification for our AEM monitors~~ and ~~AEM~~ ~~Instruments,~~effectiveness. ~~all~~Our ofproducts ~~which~~ are ~~designated as~~ Class II ~~medical~~ devices.

~~Labeling~~If a manufacturer or distributor of medical devices ~~and~~can ~~promotional~~establish ~~activities~~that ~~are~~a ~~subject~~proposed device is "substantially equivalent" to ~~scrutiny~~a bylegally ~~the~~marketed ~~FDA~~Class ~~and,~~I inor ~~certain~~Class ~~instances,~~II bymedical ~~the~~device or ~~Federal~~to ~~Trade~~a ~~Commission.~~Class ~~The~~III medical device for which the FDA ~~also imposes~~has ~~post~~not required a pre-~~marketing~~market ~~controls~~approval onapplication, usthe ~~and~~manufacturer ~~our~~or ~~products,~~distributor may ~~and~~seek ~~registration,~~FDA ~~listing,~~marketing ~~medical~~clearance for the device ~~reporting,~~by ~~post~~filing a 510(k) pre-market ~~surveillance~~notification. Following submission of the 510(k) notification, the manufacturer or distributor may not place the device ~~tracking~~into ~~and~~commercial ~~other~~distribution ~~requirements~~in onthe ~~medical~~United ~~devices.~~States ~~Failure~~until toan ~~meet~~order ~~these~~has ~~pervasive~~been ~~FDA~~issued by ~~requirements~~the orFDA. ~~adverse~~The FDA's ~~determinations~~target for issuing such orders is within 90 days of submission, but the process can take significantly longer. The ~~regarding~~order ~~our~~may ~~clinical~~declare ~~and~~the ~~preclinical~~FDA's ~~trials~~determination ~~could~~that ~~subject~~the usdevice is "substantially equivalent" to another legally marketed device and~~/or~~ allow ~~our~~the ~~employees~~proposed device to ~~injunction~~be marketed in the United States. The FDA may, ~~prosecution~~however, ~~civil~~determine ~~fines,~~that ~~seizure~~the proposed device is not substantially equivalent or ~~recall~~may ofrequire ~~products~~further information, ~~prohibition~~such ofas ~~sales~~additional ortest ~~suspension~~data, orbefore ~~withdrawal~~deciding ofregarding ~~any~~substantial ~~previously~~equivalence. ~~granted~~Any ~~approvals,~~adverse determination ~~which~~or request for additional information could ~~lead~~delay tomarket introduction and have a material adverse ~~impact~~effect on our ~~financial~~continued operations. ~~position~~We have received a favorable 510(k) notification for our AEM monitors and ~~results~~AEM Instruments, all of ~~operations~~which are designated as Class II medical devices.

~~The FDA~~Labeling ~~regulates~~and ~~our~~promotional ~~quality~~activities ~~control~~are ~~and~~subject to ~~manufacturing~~scrutiny ~~procedures~~ by ~~requiring~~the usFDA and, ~~our~~in ~~contract~~certain ~~manufacturers~~instances, toby ~~demonstrate compliance with~~ the ~~QSR~~Federal asTrade ~~specified in published FDA regulations~~Commission. The FDA ~~requires~~also ~~manufacturers~~imposes topost-marketing ~~register~~controls ~~with~~on ~~the FDA, which subjects them~~us toand ~~periodic FDA inspections of manufacturing facilities. If violations of applicable regulations are noted during FDA inspections of~~ our ~~manufacturing~~products, ~~facilities~~and orregistration, ~~the~~listing, ~~facilities~~medical ofdevice ~~our~~reporting, ~~contract~~post-market ~~manufacturers~~surveillance, ~~the~~device ~~continued~~tracking ~~marketing~~and ofother ~~our~~requirements on ~~products~~medical ~~may be adversely affected~~devices. ~~Such~~Failure ~~regulations are subject~~ to ~~change~~meet ~~and~~these ~~depend~~pervasive ~~heavily~~FDA onrequirements ~~administrative~~or ~~interpretations.~~adverse ~~In October 2015, the~~ FDA ~~conducted a~~determinations ~~QSR~~regarding ~~inspection of~~ our ~~facilities.~~clinical Weand ~~believe~~preclinical trials ~~that~~could wesubject ~~have~~us ~~the internal resources~~ and/or ~~processes~~our inemployees ~~place~~ to beinjunction, ~~reasonably~~prosecution, ~~assured~~civil ~~that we~~fines, ~~are~~seizure inor ~~compliance~~recall ~~with~~of ~~all~~products, ~~applicable~~prohibition ~~United States regulations regarding the manufacture and sale~~ of ~~medical devices. However, if~~sales weor ~~were~~suspension ~~found~~or ~~not~~withdrawal toof beany inpreviously ~~compliance~~granted ~~with the QSR~~approvals, inwhich ~~the future, such findings~~ could ~~result~~lead into a material adverse impact on our financial position ~~condition,~~and results of operations ~~and cash flows~~.

~~Sales of~~The ~~medical~~FDA ~~devices~~regulates ~~outside~~our ofquality ~~the~~control ~~United~~and ~~States~~manufacturing procedures ~~are~~by ~~subject~~requiring tous ~~United~~and ~~States~~our ~~export~~contract ~~requirements~~manufacturers ~~and~~to ~~foreign~~demonstrate ~~regulatory~~compliance ~~requirements. Legal~~with ~~restrictions~~the onQSR ~~the~~as ~~sale~~specified ofin ~~imported~~published ~~medical~~FDA ~~devices~~regulations. The ~~vary~~FDA ~~from~~requires ~~country~~manufacturers to ~~country.~~register ~~The~~with ~~time~~the ~~required~~FDA, towhich ~~obtain~~subjects ~~approval~~them byto aperiodic ~~foreign country~~FDA ~~may~~inspections beof ~~longer~~manufacturing orfacilities. If ~~shorter~~violations ~~than~~of ~~that~~applicable ~~required~~regulations ~~for~~are noted during FDA ~~approval~~inspections ~~and~~of ~~the~~our ~~requirements~~manufacturing ~~may~~facilities ~~differ.~~or ~~Our~~the ~~Certificate~~facilities of ~~Export~~our ~~from~~contract manufacturers, the ~~United~~continued ~~States~~marketing ~~Department~~ of ~~Health~~our ~~and~~products ~~Human~~may ~~Services~~be ~~has~~adversely ~~expired~~affected. ~~and~~Such weregulations ~~will~~are ~~seek~~subject to ~~renew~~change ~~it.~~and ~~However,~~depend ~~a specific foreign country~~heavily inon ~~which~~administrative weinterpretations. ~~wish~~In toOctober ~~sell~~2015, ~~our~~the ~~products~~FDA ~~may~~conducted ~~not~~a ~~accept~~QSR orinspection ~~continue~~of toour ~~accept~~facilities. ~~the~~We ~~Certificate~~believe ofthat ~~Export.~~we ~~Entry~~have ~~into~~ the ~~European Economic~~ ~~Area~~internal ~~market~~resources ~~also~~and ~~requires~~processes ~~prior~~in ~~certification~~place ofto ~~our~~be ~~quality~~reasonably ~~system~~assured ~~and~~that ~~product~~we ~~documentation.~~are Wein ~~achieved~~compliance CEwith ~~marking~~all inapplicable ~~August~~United ~~2000,~~States regulations ~~allowing~~regarding athe ~~launch~~manufacture ~~into~~and ~~the~~sale ~~European~~of ~~marketplace~~medical devices. ~~Maintenance~~However, ofif ~~the~~we CEwere ~~marking~~found ~~status~~not ~~requires~~to ~~annual~~be ~~audits~~in ofcompliance with the ~~quality~~QSR, ~~system~~in ~~and~~the future, ~~technical~~such ~~documentation~~findings bycould ~~our~~result ~~European~~in ~~Notified~~a ~~Body,~~material ~~TUV~~adverse ~~Rheinland.~~impact ~~The~~on ~~most~~our ~~recent~~financial ~~audit~~condition, ~~was~~results ~~completed~~of inoperations ~~February~~and ~~2023~~cash flows.

~~A Safety~~Sales ~~Communication~~of ~~was~~medical ~~released~~devices byoutside of the ~~FDA~~United States onare ~~May~~subject ~~29,~~to ~~2020~~United States export requirements and foreign regulatory requirements. ItLegal isrestrictions on the ~~FDA's~~sale ~~website~~of ~~at: https://www.fda.gov/MedicalDevices/Safety/AlertsandNotices/ucm608637.htm.~~imported ~~The~~medical ~~Safety~~devices ~~Communication~~vary ~~states~~from ~~that,~~country ~~"In~~to ~~addition~~country. The time required to ~~serving~~obtain asapproval anby ~~ignition~~a ~~source,~~foreign ~~monopolar~~country ~~energy~~may ~~use~~be ~~can~~longer ~~directly~~or ~~result~~shorter inthan ~~unintended~~that ~~patient~~required ~~burns~~for FDA approval and the requirements may differ. Our Certificate of Export from ~~capacitive~~the ~~coupling~~United States Department of Health and ~~intra-operative~~Human ~~insulation~~Services ~~failure~~has expired and we will seek to renew it. IfHowever, a ~~monopolar~~specific ~~electrosurgical~~foreign ~~units~~country ~~(ESU) is~~in ~~used:~~which Dowe ~~not~~wish ~~activate~~to ~~when~~sell ~~near~~our products may not accept or continue to accept the Certificate of Export. Entry into the European Economic Area market also requires prior certification of our quality system and product documentation. We achieved CE marking in ~~contact~~August ~~with~~2000, ~~other~~allowing ~~instruments~~a launch into the European marketplace.” Maintenance of the CE marking status requires annual audits of the quality system and technical documentation by our European Notified Body, TUV Rheinland. The most recent audit was completed in February 2023.

~~Environmental Laws and Regulations~~9

~~From time~~A toSafety ~~time~~Communication wewas ~~receive~~released ~~materials~~by ~~returned~~the ~~from customers, sales representatives and other sources which are potentially biologically~~FDA ~~hazardous.~~on ~~These~~May ~~materials are segregated~~29, ~~and disposed of in accordance with specific procedures that minimize potential exposure to employees~~2020. ~~The~~It ~~costs~~is ofon ~~compliance with these procedures are not significant. Our operations, in general, do not involve~~ the ~~use~~FDA's ofwebsite ~~environmentally sensitive materials.~~at:

8https://www.fda.gov/MedicalDevices/Safety/AlertsandNotices/ucm608637.htm.

~~Insurance~~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 units (ESU) is used: Do not activate when near or in contact with other instruments.”

WeEnvironmental ~~are~~Laws ~~covered under comprehensive general liability insurance policies, which have per occurrence~~ and aggregate limits of $1 million and $2 million, respectively, and a $10 million umbrella policy. We maintain customary property and casualty, workers’ compensation, employer liability and other commercial insurance policies.Regulations

~~Employees~~From time to time we receive materials returned from customers, sales representatives and other sources which are potentially biologically hazardous. These materials are segregated, and disposed of in accordance with specific procedures that minimize potential exposure to employees. The costs of compliance with these procedures are not significant. Our operations, in general, do not involve the use of environmentally sensitive materials.

As of March 31, 2024, we employed 22 full-time and 2 part-time individuals, of which 2 full-time and 2 part-time are engaged directly in research, development, and regulatory activities, 8 full-time in manufacturing/operations, 7 full-time in marketing and sales, and 5 full-time time in administrative positions. None of our employees are covered by a collective bargaining agreement, and we consider our relations with our employees to be good.Insurance

~~Available~~We are covered under comprehensive general liability ~~information~~insurance policies, which have per occurrence and aggregate limits of $1 million and $2 million, respectively, and a $10 million umbrella policy. We maintain customary property and casualty, workers’ compensation, employer liability and other commercial insurance policies.

Our internet address is www.encision.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this document. We make available, free of charge, through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to, the SEC.Employees

~~Item~~As of March 31, 2025, we employed 22 full-time 1Aand 2 part-time individuals, of which 3 full-time and 1 part-time are engaged directly in research, development, and regulatory activities, 6 full-time and 1 part time in manufacturing/operations, 6 full-time in marketing and sales, and 7 full-time time in administrative positions. None ~~Risk~~of ~~Factors~~our employees are covered by a collective bargaining agreement, and we consider our relations with our employees to be good.

~~You should~~Available carefully consider the risk factors described below. If any of the following risk factors actually occur, our business, prospects, financial condition or results of operations would likely suffer. In such case, the trading price of our common stock could fall, resulting in the loss of all or part of your investment. You should look at all these risk factors in total. Some risk factors may stand on their own. Some risk factors may affect (or be affected by) other risk factors. You should not assume we have identified these connections. You should not assume that we will always update these and future risk factors in a timely manner. We are not undertaking any obligation to update these risk factors to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.information

~~Among~~Our internet address is www.encision.com. We are not including the ~~factors~~information ~~that~~contained ~~could~~in ~~cause~~our ~~future~~website ~~results~~as part of, or incorporating it by reference into, this document. We make available, free of charge, through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and ~~financial~~amendments to ~~condition~~these reports filed or furnished pursuant to beSection 13(a) ~~materially~~or ~~different~~15(d) ~~from~~of ~~expectations~~the ~~are:~~Exchange Act, as soon as reasonably practicable after we electronically file such materials with, or furnish such materials to, the SEC.

~~Our products~~Item ~~may not be accepted by the market~~1A. ~~The~~Risk success of our products and our financial condition depends on the acceptance of AEM products by the medical community in commercially viable quantities during fiscal year 2024 and beyond. We cannot predict how quickly or how broadly AEM products will be accepted by the medical community. We need to continually educate the marketplace about the potential hazards involved in the use of conventional electrosurgical products during MIS procedures and the expected benefits associated with the use of AEM products. If we are unsuccessful in educating the marketplace about our technology and the hazards of conventional instruments, we will not create sufficient demand by hospitals and surgeons for AEM products and our financial condition, results of operations and cash flows could be adversely affected.Factors

~~We need~~You toshould ~~continually~~carefully ~~develop~~consider ~~and~~the ~~train~~risk ~~our~~factors described ~~network~~below. ofIf ~~direct~~any ~~and~~of ~~independent~~the ~~sales~~following ~~representatives~~risk ~~and~~factors ~~expand~~actually occur, our ~~distribution~~business, ~~efforts in~~prospects, ~~order~~financial tocondition beor ~~successful.~~results ~~Our attempts to develop and train a network~~ of ~~direct~~operations would ~~and~~likely ~~independent~~suffer. ~~sales~~In ~~representatives~~such incase, the ~~U.S. and~~trading toprice ~~expand~~of our ~~international~~common ~~distribution~~stock ~~efforts~~could ~~may~~fall, ~~take~~resulting ~~longer than expected and may result~~ in ~~considerable~~the ~~amounts~~loss of ~~retraining effort~~all asor ~~the~~part ~~direct~~of ~~and~~your ~~independent~~investment. You ~~sales~~should ~~representatives~~look ~~change~~at ~~their~~all ~~product~~these ~~lines,~~risk ~~product~~factors ~~focus~~in ~~and personnel~~total. WeSome ~~may~~risk ~~not~~factors bemay ~~able to~~stand ~~obtain~~on ~~full~~their ~~coverage of the U~~own.S. bySome ~~direct~~risk ~~and~~factors ~~independent~~may ~~sales~~affect ~~representatives~~(or asbe ~~quickly as anticipated. The independent sales~~affected ~~representative~~by) ~~network~~other ~~has~~risk ~~inherent~~factors. ~~flaws~~You ~~and~~should ~~inefficiencies,~~not ~~which~~assume ~~can~~we ~~include~~have ~~conflicts~~identified ofthese ~~interest and competing products~~connections. ~~Optimizing the~~You ~~quality~~should ofnot ~~the~~assume ~~network~~that ~~and~~we ~~the~~will ~~performance~~always ofupdate ~~direct~~ these and ~~independent~~future ~~sales~~risk ~~representatives~~factors in ~~the~~a ~~U.S.~~timely ~~is an ongoing challenge~~manner. We ~~may~~ ~~also~~are ~~encounter~~not ~~difficulties~~undertaking inany ~~developing~~obligation ~~our international presence due~~ to ~~regulatory~~update ~~issues~~these ~~and~~risk ~~our~~factors ~~ability~~ to ~~successfully~~reflect ~~develop international~~events ~~distribution~~or ~~options.~~circumstances after ~~Our~~the ~~inability~~date ~~to expand our network~~ of ~~direct~~this ~~and~~report ~~independent~~or ~~sales~~to ~~representatives~~reflect ~~and~~the ~~optimize their~~occurrence ~~performance~~of ~~could~~unanticipated ~~adversely affect our financial results~~events.

910

~~We may~~Among need additional funding to support our operations. We were formed in 1991 and have incurred losses of approximately $22 million since that date. We have primarily financed research, development and operational activities with issuances of our common stock and warrants, the ~~exercise~~factors of stock options to purchase our common stock, loans, and, in some years, by operating profits. For the fiscal year ended March 31, 2024, our cash provided by operations was $144,000. At March 31, 2024, we had cash and equivalents of $43,000. If we are unable to maintain cash flows sufficient to support ongoing operations, we will need to seek additional financing. There is no assurance that we will be able to raise additional capital on acceptable terms or at all. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders could because ~~diluted,~~future ~~and these newly issued securities~~results may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds through debt financing, which may involve restrictive covenants, our ability to operate our business may be restricted. If adequate funds are not available or are not available on acceptable terms, if and ~~when needed, our ability to fund our operations, our business, results of operations and~~ financial condition ~~could~~to be materially ~~and~~different ~~adversely~~from ~~affected.~~expectations are:

We Our products may not be ~~able~~accepted toby ~~compete~~the ~~successfully~~market. The ~~against~~success ~~current manufacturers~~ of ~~conventional~~our ~~(“unshielded,~~products ~~unmonitored”)~~and ~~electrosurgical instruments~~our orfinancial ~~against~~condition ~~competitors~~depends ~~who~~on ~~manufacture~~the ~~products~~acceptance ~~that~~of ~~are~~AEM ~~based~~products onby ~~surgical~~the ~~technologies~~medical ~~that~~community ~~are~~in ~~alternatives to monopolar~~commercially ~~electrosurgery.~~viable ~~The~~quantities ~~electrosurgical~~during ~~products~~fiscal ~~market~~year is2026 ~~intensely~~and ~~competitive~~beyond. We ~~expect~~cannot ~~that~~predict ~~manufacturers~~how ofquickly ~~“unshielded, unmonitored”~~or ~~electrosurgical~~how ~~instruments~~broadly ~~will~~AEM ~~resist~~products ~~any~~will ~~loss~~be ofaccepted ~~market~~by ~~share that might result from~~ the ~~presence of our “shielded~~ ~~and~~medical ~~monitored” instruments in the marketplace~~community. We ~~also~~need ~~believe that manufacturers of products that are based upon surgical technologies that are alternatives~~ to ~~monopolar~~continually ~~electrosurgery~~educate ~~are~~the ~~our~~marketplace ~~competitors.~~about ~~These~~the ~~technologies~~potential ~~include~~hazards ~~bipolar~~involved ~~electrosurgery,~~in the ~~harmonic scalpel~~use ~~and~~of ~~lasers.~~conventional ~~The~~electrosurgical products ~~alternative~~during ~~technologies~~MIS ~~may~~procedures ~~gain market share~~ and ~~new~~the ~~competitive~~expected ~~technologies~~benefits ~~may~~associated bewith ~~developed~~the ~~and~~use ~~introduced. Most~~ of ~~our~~AEM ~~competitors~~products. ~~and~~If ~~potential~~we ~~competitors~~are ~~have~~unsuccessful ~~significantly~~in ~~greater financial, technical, product development, marketing and~~educating ~~other~~the ~~resources~~marketplace ~~than~~about ~~we do. Most of~~ our ~~competitors~~technology ~~also~~and ~~currently have substantial customer bases in~~ the ~~medical~~hazards ~~products market and have significantly greater market recognition than we have. As a result~~ of ~~these~~conventional ~~factors~~instruments, ~~our~~we ~~competitors~~will ~~may~~not becreate ~~able~~sufficient todemand ~~respond~~by ~~more quickly~~hospitals ~~to new or emerging technologies~~ and ~~changes in customer requirements or to devote greater resources to the development, promotion~~ ~~and~~surgeons ~~sale~~for ofAEM ~~their~~ products. ~~It is possible that new competitors or new alliances among competitors may emerge~~ and ~~rapidly acquire significant market share. The competitive pressures we face may materially adversely affect~~ our financial ~~position~~condition, results of operations and cash flows, ~~and~~could ~~this~~be ~~may~~adversely ~~hinder our ability to respond to competitive threats~~affected.

~~If we~~We doneed ~~not~~to continually ~~enhance~~develop ~~our products~~ and ~~keep~~train ~~pace~~our network ~~with~~of ~~rapid~~direct ~~technological changes, we may not be able to attract~~ and ~~retain~~independent ~~customers. Our~~sales ~~future~~representatives ~~success~~ and ~~financial~~expand ~~performance~~our ~~will~~distribution ~~depend~~efforts in ~~part~~order onto ~~our~~be ~~ability~~successful. Our attempts to ~~meet~~develop ~~the~~and ~~increasingly~~train ~~sophisticated~~a ~~needs~~network of ~~customers through~~direct ~~the timely development~~ and ~~successful~~independent ~~introduction~~sales ofrepresentatives ~~product~~in ~~upgrades,~~the ~~enhancements and new products~~U.S. ~~These upgrades, enhancements~~ and ~~new products are subject~~ to ~~significant~~expand ~~technological~~our ~~risks.~~international ~~The~~distribution efforts ~~medical~~may ~~device~~take ~~market~~longer isthan ~~subject~~expected toand ~~rapid~~may ~~technological~~result ~~change, resulting~~ in ~~frequent~~considerable ~~new~~amounts ~~product introductions and enhancements~~ of ~~existing~~retraining ~~products,~~effort as ~~well as~~ the ~~risk~~direct ofand ~~product~~independent ~~obsolescence. While~~sales werepresentatives ~~are~~change ~~currently~~their ~~developing~~product ~~new~~lines, ~~products~~product focus and ~~enhancing~~personnel. ~~our~~We ~~existing product lines, we~~ may not be ~~successful~~able into ~~completing~~obtain ~~the~~full ~~development~~ coverage of ~~new~~the ~~products or enhancements~~U.S. ~~In addition, we must respond effectively to technological changes~~ by ~~continuing to enhance our existing~~direct ~~products~~and toindependent ~~incorporate~~sales ~~emerging~~representatives oras ~~evolving~~quickly ~~standards~~as anticipated. WeThe ~~may~~independent ~~not~~sales berepresentative ~~successful~~network inhas ~~developing~~inherent flaws and ~~marketing product enhancements or~~inefficiencies, ~~new~~which ~~products~~can ~~that~~include ~~respond~~conflicts toof ~~technological~~interest ~~changes~~and orcompeting ~~evolving industry standards~~products. WeOptimizing ~~may experience difficulties that could delay or prevent~~ the ~~successful~~quality ~~development, introduction and marketing~~ of ~~those~~the ~~products,~~network and ~~our~~the ~~new~~performance ~~products~~of ~~and~~direct ~~product enhancements may not~~and ~~adequately~~independent ~~meet~~sales ~~the~~representatives ~~requirements~~in of the ~~marketplace~~U.S. ~~and~~is ~~achieve~~an ~~commercially~~ongoing ~~viable~~challenge. ~~levels~~We ofmay ~~market~~also ~~acceptance.~~encounter Ifdifficulties ~~any~~in ~~potential~~developing ~~new~~our international ~~products,~~presence ~~upgrades,~~due orto ~~enhancements~~regulatory ~~are~~issues ~~delayed,~~and orour ifability ~~any~~to ~~potential~~successfully ~~new~~develop ~~products,~~international ~~upgrades,~~distribution oroptions. ~~enhancements~~Our ~~experience~~inability ~~quality~~to ~~problems~~expand orour donetwork ~~not~~of ~~achieve~~direct ~~market~~and ~~acceptance,~~independent orsales ifrepresentatives ~~new~~and ~~products~~optimize ~~make~~their ~~our~~performance ~~existing~~could ~~products~~adversely ~~obsolete,~~affect our financial ~~position,~~ results ~~of operations and cash flows would be materially adversely affected~~.

~~If government~~We ~~regulations~~may ~~change~~need oradditional iffunding ~~we fail~~ to ~~comply~~support our ~~with~~operations. ~~existing~~We ~~and/or~~were ~~new~~formed ~~regulations,~~in we1991 ~~might~~and ~~miss~~have ~~market~~incurred ~~opportunities~~losses ~~and~~of ~~experience increased~~approximately ~~costs~~$23 ~~and~~million ~~limited~~since ~~growth~~that date. ~~The~~We have primarily financed research, development, ~~manufacturing,~~and ~~marketing~~operational ~~and~~activities ~~distribution~~with issuances of our ~~products~~common instock ~~the~~and ~~United States~~warrants, ~~and~~the ~~other~~exercise ~~countries~~of ~~are~~stock ~~subject~~options to ~~extensive~~purchase our ~~regulation~~common bystock, ~~numerous~~loans, ~~governmental authorities including~~and, ~~but~~in ~~not~~some ~~limited to~~years, ~~the Food~~by ~~and~~operating ~~Drug Administration~~profits. ~~Under~~For the ~~Federal~~fiscal ~~Food,~~year ~~Drug~~ended ~~and~~March ~~Cosmetic~~31, ~~Act~~2025, ~~medical~~our ~~devices~~cash ~~must~~used ~~receive~~in ~~clearance from the Food and~~operations ~~Drug~~was ~~Administration~~$54,948. ~~through~~At ~~the~~March ~~Section~~31, ~~510(k)~~2025, ~~pre-market~~we ~~notification~~had ~~process~~cash orand ~~through~~equivalents ~~the~~of ~~lengthier~~$257,433. ~~pre-market~~If ~~approval~~we ~~process~~are ~~before they~~unable ~~can~~to bemaintain ~~sold~~cash inflows ~~the~~sufficient ~~United~~to ~~States.~~support ongoing ~~The~~operations, ~~process~~we ofwill ~~obtaining~~need ~~required~~to ~~regulatory~~seek ~~approvals~~additional ~~is lengthy and has required the expenditure of substantial resources~~financing. There ~~can~~is be no assurance that we will be able to ~~continue~~raise toadditional ~~obtain~~capital on ~~the~~acceptable ~~necessary~~terms ~~approvals.~~or Asat ~~part~~all. ofIf ~~our strategy,~~ we ~~also~~raise ~~intend~~additional tofunds ~~pursue~~through ~~commercialization~~the issuance of ~~our~~equity ~~products~~or inconvertible ~~international~~debt ~~markets.~~securities, ~~Our~~the ~~products are subject to regulations~~percentage ~~that~~ownership ~~vary~~of ~~from~~our ~~country~~existing tostockholders ~~country.~~could ~~The~~be ~~process~~diluted, ofand ~~obtaining~~these ~~foreign~~newly ~~regulatory~~issued ~~approvals~~securities inmay ~~certain~~have ~~countries~~rights, ~~can~~preferences beor ~~lengthy and require~~privileges ~~the~~senior ~~expenditure~~to those of ~~substantial~~existing ~~resources~~stockholders. WeIf ~~may~~we ~~not~~raise beadditional ~~able~~funds tothrough ~~obtain~~debt ~~necessary~~financing, ~~regulatory~~which ~~approvals~~may orinvolve ~~clearances~~restrictive ~~on a timely basis~~covenants, orour atability ~~all,~~to ~~and~~operate ~~delays~~our inbusiness ~~receipt~~may ofbe orrestricted. ~~failure~~If toadequate ~~receive~~funds ~~such~~are ~~approvals~~not oravailable ~~clearances,~~ or ~~failure~~are tonot ~~comply~~available ~~with~~on ~~existing~~acceptable orterms, ~~future~~if ~~regulatory~~and ~~requirements~~when ~~would~~needed, ~~have~~our aability ~~material~~to ~~adverse~~fund ~~effect~~our onoperations, our ~~financial position~~business, results of operations and ~~cash~~financial ~~flows.~~condition ~~Tariffs will~~could ~~increase~~be ~~our~~materially ~~material costs~~ and, adversely ~~if they are fully absorbed by us, then they will negatively affect our gross profit margins~~affected.

~~If we~~We ~~fail~~may not be able to ~~comply~~compete ~~with~~successfully against ~~the~~current ~~extensive~~manufacturers ~~regulatory~~of ~~requirements~~conventional ~~governing~~(“unshielded, ~~the~~unmonitored”) ~~manufacturing~~electrosurgical ofinstruments ~~our~~or against competitors who manufacture products, wethat ~~could~~are bebased ~~subject~~on surgical technologies that are alternatives to ~~fines,~~monopolar electrosurgery. The electrosurgical ~~suspensions~~products ormarket ~~withdrawals~~is ofintensely ~~regulatory~~competitive. ~~approvals,~~We ~~product~~expect ~~recalls,~~that ~~suspension~~manufacturers of ~~manufacturing~~“unshielded, ~~operating~~unmonitored” ~~restrictions~~electrosurgical ~~and/or criminal~~instruments ~~prosecution.~~will ~~The~~resist ~~manufacturing~~any loss of ~~our~~market ~~products~~share isthat ~~subject~~might toresult ~~extensive~~from ~~regulatory~~the ~~requirements~~presence ~~administered~~of byour ~~the~~“shielded ~~Food~~ and ~~Drug~~monitored” instruments in the ~~Administration~~marketplace. ~~and~~We ~~other~~also ~~regulatory~~believe ~~agencies.~~that ~~Inspection~~manufacturers of ~~our~~products ~~manufacturing~~that ~~facilities~~are ~~and~~based ~~processes~~upon ~~can~~surgical betechnologies ~~conducted~~that atare ~~any~~alternatives ~~time,~~to monopolar ~~without~~electrosurgery ~~prior~~are ~~notice,~~our bycompetitors. These technologies include bipolar electrosurgery, the ~~Food~~harmonic scalpel and ~~Drug~~lasers. ~~Administration~~The ~~and~~alternative technologies ~~such~~may ~~regulatory~~gain ~~agencies.~~market Inshare ~~addition,~~and ~~future~~new ~~changes~~competitive intechnologies ~~regulations~~may ~~or interpretations~~be ~~made~~developed byand ~~the~~introduced. ~~Food~~Most of our competitors and ~~Drug~~potential competitors ~~Administration~~have orsignificantly ~~other~~greater ~~regulatory~~financial, ~~agencies~~technical, ~~with~~product ~~possible~~development, ~~retroactive~~marketing ~~effect,~~and ~~could~~other ~~adversely affect~~resources usthan we do. ~~Changes~~Most inof ~~existing~~our competitors ~~regulations~~also orcurrently ~~adoption~~have ofsubstantial ~~new~~customer ~~regulations~~bases orin ~~policies~~the ~~could~~medical ~~prevent~~products usmarket ~~from~~and ~~obtaining,~~have orsignificantly ~~affect~~greater ~~the~~market recognition ~~timing~~than ~~of,~~we ~~future~~have. ~~regulatory~~As ~~approvals~~a orresult ~~clearances.~~of Wethese ~~may~~factors, ~~not~~our competitors may be able to ~~obtain~~respond ~~necessary~~more ~~regulatory~~quickly ~~approvals~~to new or ~~clearances~~emerging ontechnologies ~~a timely~~and ~~basis~~ changes in ~~the~~customer ~~future,~~requirements or atto ~~all.~~devote ~~Delays~~greater inresources ~~receipt~~to ofthe development, ~~failure~~promotion toand ~~receive~~sale ~~such~~of ~~approvals~~their orproducts. ~~clearances~~It ~~and/or~~is ~~failure~~possible ~~to comply~~that ~~with~~new ~~existing~~competitors or ~~future~~new ~~regulatory~~alliances ~~requirements~~among ~~would~~competitors ~~have~~may aemerge ~~material~~and ~~adverse~~rapidly ~~effect~~acquire onsignificant market share. The competitive pressures we face may materially adversely affect our financial position, results of operations and cash flows, and this may hinder our ability to respond to competitive threats.

~~Our current~~If ~~patents,~~we ~~trade~~do ~~secrets~~not ~~and~~continually ~~know-how~~enhance ~~may~~our ~~not~~products and ~~provide~~keep apace ~~competitive~~with ~~advantage,~~rapid ~~the~~technological ~~pending~~changes, ~~applications~~we may not ~~result~~be inable ~~patents being~~to ~~issued,~~attract and ~~our~~retain ~~competitors may design around any patents issued to us~~customers. Our future success ~~will~~and ~~continue~~financial performance towill depend in part on our ability to ~~maintain~~meet ~~patent~~the ~~protection~~increasingly ~~for~~sophisticated ~~our~~needs ~~products~~of ~~and~~customers ~~processes,~~through tothe ~~preserve~~timely ~~our trade secrets~~ development and tosuccessful ~~operate~~introduction ~~without infringing the proprietary rights~~ of ~~third~~product ~~parties.~~upgrades, Weenhancements ~~have~~and 16new ~~issued U~~products.S. ~~patents~~These onupgrades, ~~several~~enhancements ~~technologies~~and ~~embodied~~new inproducts ~~our~~are ~~AEM Monitoring system,~~subject ~~AEM~~to ~~instruments~~significant ~~and~~technological ~~related~~risks. ~~accessories~~The ~~and~~medical wedevice ~~have~~market ~~applied~~is ~~for~~subject ~~additional~~to ~~U.S.~~rapid ~~patents.~~technological ~~In addition~~change, weresulting ~~have~~in ~~four~~frequent ~~issued~~new ~~foreign patents.~~product ~~The~~introductions ~~validity~~ and ~~breadth~~enhancements of ~~claims~~existing ~~coverage~~products, inas ~~medical~~well ~~technology~~as ~~patents~~the ~~involve~~risk ~~complex~~of ~~legal~~product ~~and~~obsolescence. ~~factual~~While ~~questions~~we ~~and~~are ~~may~~currently bedeveloping ~~highly~~new ~~uncertain.~~products ~~Also,~~and ~~patents~~enhancing ~~may not protect~~ our ~~proprietary~~existing ~~information~~product ~~and~~lines, ~~know-how~~we ormay ~~provide~~not ~~adequate~~be ~~remedies~~successful ~~for us~~ in completing the ~~event~~development of ~~unauthorized~~ ~~use~~new products or ~~disclosure~~enhancements. In ~~of such information~~addition, ~~and~~we ~~others~~must ~~may~~respond beeffectively ~~able~~ to ~~develop~~technological ~~competing~~changes ~~technology,~~by ~~independent~~continuing ofto ~~such~~enhance ~~information. There~~our ~~has~~existing ~~been~~products ~~substantial~~to ~~litigation~~incorporate ~~regarding~~emerging or ~~patent~~evolving ~~and other intellectual property rights in the medical device industry~~standards. ~~Litigation~~ We may not be ~~necessary~~successful toin ~~enforce~~developing ~~patents~~and ~~issued~~marketing toproduct ~~us,~~enhancements ~~to protect trade secrets~~ or ~~know-how~~new ~~owned~~products bythat ~~us,~~respond to ~~defend us against claimed infringement~~technological ofchanges ~~the rights of others~~ or toevolving ~~determine~~industry ~~the~~standards. ~~ownership,~~We ~~scope~~may orexperience ~~validity~~difficulties ofthat ~~our~~could ~~proprietary~~delay ~~rights~~ or ~~those~~prevent ofthe ~~others.~~successful ~~Any~~development, ~~such claims~~introduction ~~may~~and ~~require~~marketing usof tothose ~~incur~~products, ~~substantial litigation expenses~~ and toour ~~divert~~new ~~substantial~~products ~~time~~ and ~~effort~~product ofenhancements ~~management~~may ~~personnel~~not ~~and~~adequately ~~could~~meet ~~substantially decrease~~ the ~~amount~~requirements of ~~capital~~the ~~available~~marketplace and ~~for~~achieve ~~our~~commercially ~~operations.~~viable Anlevels ~~adverse determination in litigation involving the proprietary rights~~ of ~~others~~market ~~could~~acceptance. ~~subject~~If usany topotential ~~significant~~new ~~liabilities~~products, ~~to third parties~~upgrades, ~~could~~or ~~require~~enhancements usare todelayed, ~~seek~~or if ~~licenses~~any ~~from~~potential ~~third~~new ~~parties~~products, ~~and could prevent us from manufacturing~~upgrades, ~~selling~~ or ~~using~~enhancements ~~our~~experience ~~products.~~quality ~~The~~problems ~~occurrence~~or ofdo ~~any~~not ~~such~~achieve ~~actual~~market oracceptance, ~~threatened litigation~~ or ~~the~~if ~~effect~~new products onmake our ~~business~~existing ofproducts ~~such~~obsolete, ~~litigation may materially adversely affect~~ our financial position, results of operations and cash flows. ~~Additionally, our~~would ~~assessment~~be ~~that~~materially aadversely ~~patent is no longer of value could result in a significant charge against our earnings~~affected.

1011

WeIf government regulations change or if we ~~depend~~fail onto ~~single~~comply ~~source~~with ~~suppliers~~existing ~~for~~and/or ~~certain~~new ofregulations, ~~the~~we ~~key~~might ~~components~~miss market opportunities and experience increased costs and limited growth. The research, development, manufacturing, marketing and distribution of our products in the United States and ~~sub-contractors~~other countries are subject to ~~provide~~extensive ~~much~~regulation ofby ~~the~~numerous ~~materials used~~governmental inauthorities including, but not limited to, the ~~manufacturing~~Food ofand ~~our~~Drug ~~products~~Administration. Under ~~The~~the ~~loss~~Federal ofFood, aDrug ~~supplier~~and orCosmetic ~~limitation~~Act, inmedical ~~supply~~devices must receive clearance from ~~existing~~the ~~suppliers~~Food ~~could~~and ~~have~~Drug aAdministration ~~material~~through the ~~adverse~~Section ~~effect~~510(k) onpre-market ~~our~~notification ~~ability~~process toor ~~manufacture~~through ~~our~~the ~~products~~lengthier ~~until~~pre-market aapproval ~~new~~process ~~source~~before ofthey ~~supply~~can isbe ~~located~~sold in the United States. ~~Although~~The weprocess ~~believe~~of ~~that~~obtaining ~~there are~~required ~~alternative~~regulatory ~~suppliers,~~approvals ~~any~~is ~~interruption~~lengthy inand has required the ~~supply~~expenditure of ~~key~~substantial ~~components~~resources. ~~could~~There can ~~have~~be ano ~~material~~assurance ~~adverse~~that ~~effect~~we onwill ~~us.~~be Aable ~~sudden~~to ~~increase in~~continue ~~customer~~to ~~demand~~obtain ~~may~~the ~~create~~necessary aapprovals. ~~backorder~~As ~~situation~~part asof ~~lead~~our ~~times~~strategy, ~~for~~we ~~some~~also intend to pursue commercialization of our ~~critical~~products ~~materials~~in international markets. Our products are insubject ~~excess~~to ofregulations 16that ~~weeks.~~vary Wefrom ~~rely~~country to country. onThe ~~subcontractors~~process toof ~~provide~~obtaining ~~products,~~foreign ~~either~~regulatory approvals in certain countries can be lengthy and require the ~~form~~expenditure of ~~finished~~substantial ~~goods~~resources. We ormay ~~sub-assemblies~~not ~~that~~be weable ~~then~~to ~~assemble~~obtain ~~and~~necessary ~~test.~~regulatory ~~While~~approvals ~~these sub-contractors~~or ~~reduce~~clearances ~~our~~on ~~total~~a ~~cost~~timely ofbasis ~~manufacturing~~or at all, ~~they~~and ~~may~~delays ~~not~~in bereceipt asof ~~responsive~~or failure to ~~increased~~receive ~~demand~~such asapprovals weor ~~would~~clearances, beor iffailure weto ~~had~~comply ~~our~~with existing or future regulatory requirements would have a material adverse ~~manufacturing~~effect ~~capacity~~on ~~entirely~~our ~~in-house~~financial position, ~~which~~results of operations and cash flows. Tariffs may ~~limit~~increase our ~~growth~~material ~~strategy~~costs and, ~~sales~~if they are fully absorbed by us, then they will negatively affect our gross profit margins.

~~The potential~~If ~~fluctuation~~we infail ~~future~~to ~~quarterly~~comply ~~results~~with ~~may~~the ~~cause~~extensive ~~our~~regulatory requirements ~~stock~~governing ~~price~~the tomanufacturing ~~fluctuate.~~of ~~We expect that~~ our ~~operating~~products, ~~results~~we could ~~fluctuate~~ ~~significantly~~be ~~from~~subject ~~quarter~~ to ~~quarter~~fines, insuspensions ~~the~~or ~~future~~withdrawals ~~and~~of ~~will~~regulatory ~~depend~~approvals, product ~~upon~~recalls, asuspension ~~number~~ of ~~factors~~manufacturing, ~~many~~operating ofrestrictions ~~which~~and/or ~~are~~criminal ~~outside~~prosecution. The manufacturing of our products ~~control.~~is ~~These~~subject ~~factors~~to ~~include~~extensive regulatory requirements administered by the ~~extent~~Food toand ~~which~~Drug Administration and other regulatory agencies. Inspection of our ~~AEM~~manufacturing ~~technology~~facilities and ~~related~~processes ~~accessories~~can ~~gain~~be ~~market~~conducted ~~acceptance;~~at ~~our~~any ~~investments in marketing~~time, ~~sales~~without prior notice, ~~research~~by the Food and ~~development~~Drug Administration and ~~administrative~~such ~~personnel~~regulatory ~~necessary~~agencies. toIn ~~support~~addition, ~~growth;~~future ~~our~~changes ~~ability~~in toregulations ~~expand~~or ~~our~~interpretations ~~market share;~~made ~~actions~~by ofthe ~~competitors;~~Food and Drug Administration or other regulatory agencies, ~~general~~with ~~economic~~possible ~~conditions~~retroactive effect, could adversely affect us. ~~The~~Changes ~~market~~in ~~value~~existing regulations or adoption of new ~~our~~regulations ~~common~~or ~~stock~~policies ~~has~~could ~~dramatically~~prevent ~~fluctuated~~us in from obtaining, or affect the ~~past~~timing ~~and~~of, isfuture ~~likely~~regulatory approvals or clearances. We may not be able to ~~fluctuate~~obtain necessary regulatory approvals or clearances on a timely basis in the future, or at all. ~~Any~~Delays in receipt of, ~~these~~failure to ~~factors~~receive such approvals or clearances, and/or ~~factors~~failure ~~not~~to ~~listed,~~comply ~~could~~with ~~have~~existing anor ~~immediate~~future ~~and~~regulatory ~~significant~~requirements would have a material ~~negative~~adverse ~~impact~~effect on ~~the~~our ~~market~~financial ~~price~~position, results of ~~our~~operations, ~~stock~~and cash flows.

Our current patents, trade secrets and know-how ~~common~~may ~~stock~~not isprovide ~~thinly~~a ~~traded~~competitive advantage, the ~~prices~~pending atapplications ~~which~~may itnot ~~trades~~result ~~are~~in ~~volatile~~patents being issued, and ~~the~~our ~~buying~~competitors ormay ~~selling~~design around ~~actions~~any ofpatents aissued ~~few~~to ~~shareholders~~us. ~~may~~Our success will continue to depend in part on our ability to maintain patent protection for our ~~adversely~~products ~~affect~~and processes, to preserve our ~~stock~~trade ~~price.~~secrets Asand to operate without infringing the proprietary rights of ~~May~~third ~~31,~~parties. ~~2024~~We have 16 issued U.S. patents on several technologies embodied in our AEM Monitoring system, AEM instruments and related accessories and we ~~had~~have applied afor ~~public~~additional ~~float~~U.S. patents. In addition, ~~which~~we ishave ~~defined~~four asissued ~~shares~~foreign ~~outstanding~~patents. ~~minus~~The ~~shares~~validity and breadth of claims coverage in ~~held~~medical bytechnology ~~our~~patents ~~officers,~~involve ~~directors~~complex legal and factual questions and may be highly uncertain. Also, patents may not protect our proprietary information and know-how or ~~beneficial~~provide ~~holders,~~adequate ofremedies ~~greater~~for ~~than~~us ~~10%~~in the event of ~~our~~unauthorized ~~outstanding~~use ~~common~~or ~~stock,~~disclosure of 7such information,~~400,465~~ and ~~shares~~others may be able to develop competing technology, ~~or 62%~~independent of ~~our~~such ~~outstanding~~information. ~~common~~There ~~stock.~~has ~~The~~been ~~average~~substantial ~~number~~litigation ofregarding patent ~~shares~~and ~~traded~~other intellectual property rights in ~~any~~the ~~given~~medical ~~day~~device ~~over~~industry. ~~the~~Litigation ~~past~~may ~~year~~be ~~has~~necessary ~~been~~to ~~relatively~~enforce ~~small~~patents issued to ~~compared~~us, to ~~the~~protect ~~public~~trade ~~float.~~secrets ~~Thus~~or know-how owned by us, to defend us against claimed infringement of the ~~actions~~rights of aothers ~~few~~or ~~shareholders~~to ~~either~~determine the ~~buying~~ownership, scope or ~~selling~~validity ~~shares~~ of our ~~common~~proprietary ~~stock~~rights or those of others. Any such claims may ~~adversely~~require us to incur substantial litigation ~~affect~~expenses ~~the~~and ~~price~~to divert substantial time and effort of management personnel and could substantially decrease the ~~shares~~amount of capital available for our operations. ~~Historically~~An adverse determination in litigation involving the proprietary rights of others could subject us to significant liabilities to third parties, ~~thinly~~could ~~traded~~require ~~securities~~us to seek licenses from third parties, and could prevent us from manufacturing, selling or using our products. The occurrence of any such asactual or threatened litigation or the effect on our ~~common~~business ~~stock~~of ~~have~~such ~~experienced~~litigation ~~extreme~~may ~~price~~materially adversely affect our financial position, results of operations and ~~volume fluctuations~~cash flows. Additionally, our assessment that doa ~~not~~patent ~~necessarily~~is ~~relate~~no tolonger of ~~operating~~value ~~performance~~could result in a significant charge against our earnings.

~~Product liability~~We ~~claims~~depend ~~may~~on ~~exceed~~single ~~our~~source ~~current~~suppliers ~~insurance~~for ~~coverage.~~certain of Wethe ~~face~~key ancomponents ~~inherent~~of ~~business~~our ~~risk~~products ofand ~~exposure~~sub-contractors to ~~product~~provide ~~liability~~much ~~claims in~~of the ~~event~~materials ~~that~~used in the ~~use~~manufacturing of our products. The isloss ~~alleged~~of toa ~~have~~supplier ~~resulted~~or limitation in supply from existing suppliers could have a material adverse ~~effects~~effect on our ability to manufacture our products until a ~~patient~~new source of supply is located. WeAlthough ~~maintain~~we abelieve ~~general~~that ~~liability insurance~~there ~~policy~~are upalternative tosuppliers, any interruption in the ~~amount~~supply of ~~$10,000,000~~key ~~that~~components ~~includes~~could ~~coverage~~have ~~for~~a ~~product~~material ~~liability~~adverse ~~claims.~~effect ~~Liability~~on ~~claims~~us. ~~may~~A besudden ~~excluded from~~increase ~~the~~in ~~policy,~~customer demand may ~~exceed~~create ~~the~~a ~~coverage~~backorder ~~limits~~situation as lead times for some of ~~the~~our ~~policy,~~critical ormaterials ~~the~~are ~~insurance~~in ~~may~~excess ~~not~~of ~~continue~~16 toweeks. beWe ~~available~~rely on ~~commercially~~subcontractors ~~reasonable terms~~to orprovide atproducts, ~~all.~~either ~~Consequently,~~in athe form ~~product~~of ~~liability~~finished ~~claim~~goods or ~~other~~sub-assemblies ~~claim~~that ~~with~~we ~~respect~~then toassemble ~~uninsured~~and ~~liabilities~~test. orWhile inthese ~~excess~~sub-contractors reduce our total cost of ~~insured~~manufacturing, ~~liabilities~~they ~~could~~may ~~have~~not abe ~~material~~as ~~adverse~~responsive ~~effect~~to onincreased demand as we would be if we had our ~~financial~~manufacturing ~~position~~capacity entirely in-house, ~~results~~which ofmay ~~operations~~limit our ~~and~~growth ~~cash~~strategy ~~flows~~and sales.

We depend on certain key personnel. We are highly dependent on a limited number of key management personnel, particularly our President and CEO, Gregory J. Trudel. Our loss of key personnel to death, disability or termination, or our inability to hire and retain qualified personnel, could have a material adverse effect on our financial position, results of operations and cash flow.12

~~Any cybersecurity-related~~The ~~attack,~~potential ~~significant~~fluctuation ~~data~~in ~~breach~~future orquarterly results ~~disruption~~may ofcause ~~the~~our ~~information~~stock ~~technology~~price ~~systems~~to orfluctuate. ~~networks~~We onexpect ~~which~~that ~~we rely could negatively affect~~ our ~~business.~~operating ~~Our~~results ~~operations~~could ~~rely~~fluctuate onsignificantly ~~information~~from ~~technology~~quarter ~~systems~~to quarter ~~for~~in the ~~use,~~future ~~storage~~ and ~~transmission of~~will ~~sensitive~~depend ~~and~~upon ~~confidential~~a ~~information~~number ~~with~~of ~~respect to our customers~~factors, ~~suppliers,~~many ~~employees and other parties. A malicious cybersecurity-related attack, intrusion or disruption by either an internal or external source or other breach~~ of ~~the systems on~~ which weare ~~and~~outside our ~~employees conduct~~control. ~~business,~~These ~~could~~factors ~~lead~~include tothe ~~unauthorized access~~ extent to, ~~use~~which ~~of,~~our ~~loss~~AEM oftechnology orand ~~unauthorized~~related ~~disclosure~~accessories ofgain ~~sensitive~~market ~~and~~acceptance; ~~confidential information, disruption of~~ our ~~services,~~investments ~~and~~in ~~resulting regulatory enforcement actions~~marketing, ~~litigation~~sales, ~~indemnity~~research ~~obligations~~ and ~~other possible liabilities,~~development asand ~~well~~administrative aspersonnel ~~negative~~necessary ~~publicity,~~to ~~which~~support ~~could~~growth; ~~damage~~ our ~~reputation,~~ability ~~impair~~to ~~sales~~expand ~~and harm~~ our ~~business.~~market ~~Cyberattacks~~share; ~~and~~actions ~~other~~of ~~malicious internet-based~~competitors; ~~activity continue to increase. In addition to traditional computer “hackers~~and,” ~~malicious code (such as viruses~~general ~~and~~economic ~~worms),~~conditions. ~~phishing,~~The ~~employee~~market ~~theft~~value ~~or misuse and denial-~~of~~-service~~ ~~attacks,~~our ~~sophisticated~~common ~~nation-state~~stock ~~and~~has ~~nation-state~~dramatically ~~supported~~fluctuated ~~actors now engage~~ in ~~attacks~~the ~~(including~~past ~~advanced~~and ~~persistent threat intrusions). Despite efforts to create security barriers to such threats, it~~ is ~~not~~likely ~~feasible, as a practical matter, for us~~ to ~~entirely~~fluctuate ~~mitigate~~in ~~these~~the ~~risks~~future. ~~If our security measures are compromised as a result~~ Any of ~~third-party~~these ~~action~~factors, ~~employee, customer,~~ or ~~user~~factors ~~error,~~not ~~malfeasance~~listed, ~~stolen~~could orhave ~~fraudulently~~an ~~obtained~~immediate ~~log-in~~and ~~credentials~~significant ornegative ~~otherwise, our~~impact ~~reputation~~on ~~would~~the bemarket ~~damaged,~~price ~~our data, information or intellectual property, or those~~ of our ~~customers, may be destroyed, stolen or otherwise compromised, our business may be harmed and we could incur significant liability~~stock.

11Our common stock is thinly traded, the prices at which it trades are volatile and the buying or selling actions of a few shareholders may adversely affect our stock price. As of May 31, 2025, we had a public float, which is defined as shares outstanding minus shares held by our officers, directors, or beneficial holders, of greater than 10% of our outstanding common stock, of 7,644,988 shares, or 64% of our outstanding common stock. The average number of shares traded in any given day over the past year has been relatively small compared to the public float. Thus, the actions of a few shareholders either buying or selling shares of our common stock may adversely affect the price of the shares. Historically, thinly traded securities such as our common stock have experienced extreme price and volume fluctuations that do not necessarily relate to operating performance.

~~Evaluation~~Product liability claims may exceed our current insurance coverage. We face an inherent business risk of ~~Disclosure~~exposure ~~Controls~~to product liability claims in the event that the use of our products is alleged to have resulted in adverse effects to a patient. We maintain a general liability insurance policy up to the amount of $10,000,000 that includes coverage for product liability claims. Liability claims may be excluded from the policy, may exceed the coverage limits of the policy, or the insurance may not continue to be available on commercially reasonable terms or at all. Consequently, a product liability claim or other claim with respect to uninsured liabilities or in excess of insured liabilities could have a material adverse effect on our financial position, results of operations and ~~Procedures~~cash flows.

~~Under the~~We ~~supervision~~depend ~~and~~on ~~with~~certain ~~the~~key ~~participation~~personnel. ofWe are ~~our~~highly ~~management,~~dependent ~~including~~on ~~our~~a ~~principal~~limited ~~executive~~number ~~officer and principal financial officer, as~~ of ~~March~~key ~~31,~~management ~~2024~~personnel, weparticularly ~~conducted an evaluation of~~ our ~~disclosure~~President ~~controls~~ and ~~procedures~~CEO, asGregory ~~such~~J. ~~term~~Trudel. isOur ~~defined under Rule 13a-15(e)~~loss ~~and Rule 15d-15(e) promulgated under the Securities Exchange Act~~ of ~~1934,~~key aspersonnel ~~amended.~~to ~~Based on this evaluation~~death, ~~our~~disability ~~principal~~or ~~executive officer and principal financial officer have concluded that~~termination, ~~based~~or ~~on the material weaknesses discussed below,~~ our ~~disclosure~~inability ~~controls and procedures were not effective as of such date~~ to ~~ensure~~hire ~~that~~and ~~information~~retain ~~required~~qualified ~~to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded~~personnel, ~~processed,~~could ~~summarized,~~have ~~and~~a ~~reported~~material ~~within the time periods specified in the SEC’s~~adverse ~~rules~~effect ~~and~~on ~~forms and that~~ our ~~disclosure~~financial controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to managementposition, ~~including~~results ~~our principal~~of ~~executive~~operations ~~officer~~ and ~~principal~~cash ~~financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~flow.

~~Changes~~Any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business. Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, suppliers, employees and other parties. A malicious cybersecurity-related attack, intrusion or disruption by either an internal or external source or other breach of the systems on which we and our employees conduct business, could lead to unauthorized access to, use of, loss of or unauthorized disclosure of sensitive and confidential information, disruption of our services, and resulting regulatory enforcement actions, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage our reputation, impair sales and harm our business. Cyberattacks and other malicious internet-based activity continue to increase. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, employee theft or misuse and denial-of-service attacks, sophisticated nation-state and nation-state supported actors now engage in ~~Internal~~attacks ~~Control~~(including advanced ~~over~~persistent ~~Financial~~threat ~~Reporting~~intrusions). Despite efforts to create security barriers to such threats, it is not feasible, as a practical matter, for us to entirely mitigate these risks. If our security measures are compromised as a result of third-party action, employee, customer, or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, our reputation would be damaged, our data, information or intellectual property, or those of our customers, may be destroyed, stolen or otherwise compromised, our business may be harmed and we could incur significant liability.

~~There have~~Item ~~been~~1B. noUnresolved ~~changes~~Staff in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Comments

~~Management’s Annual~~Not ~~Report~~required onfor ~~Internal~~small ~~Control~~reporting ~~over Financial Reporting~~companies.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.13

~~Our internal~~Item control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements1C. Cybersecurity

~~Because of~~Cybersecurity ~~its~~Risk ~~inherent~~Management ~~limitations,~~and internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Strategy

~~Our~~We have not ~~management,~~yet ~~including~~developed ~~our~~a ~~principal~~cybersecurity ~~executive~~risk ~~officer~~management ~~and~~program, ~~principal~~though ~~financial~~we ~~officer,~~are ~~assessed~~in the ~~effectiveness~~process of ~~our~~assessing ~~internal~~the ~~control over~~potential ~~financial reporting at March 31, 2024~~risks. InAs ~~making~~of this ~~assessment~~time, we ~~management~~have ~~used~~determined ~~the~~that ~~criteria~~risks ~~set~~from ~~forth~~cybersecurity bythreats ~~the~~have ~~Committee~~not ofmaterially ~~Sponsoring Organizations~~affected ofand ~~the~~are ~~Treadway~~not ~~Commission~~reasonably ~~(COSO)~~likely into ~~Internal~~materially ~~Control—Integrated Framework (2013). Based on that assessment under~~affect ~~those~~our ~~criteria,~~business ~~management has determined that~~strategy, asresults of ~~March 31~~operations,~~2024,~~ ~~our~~or ~~internal control over~~ financial ~~reporting was not effective~~condition.

~~Our~~Cybersecurity internal controls are not effective for the following reason: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is our principal executive officer and the other is the principal financial officer.Governance

~~In order~~Our toBoard ~~mitigate~~of ~~the~~Directors ~~foregoing~~is ~~material~~responsible ~~weaknesses,~~for weoverseeing our ~~have~~enterprise ~~engaged~~risk anmanagement ~~outside~~activities. ~~accounting~~The ~~consultant~~Board ~~with significant experience in the preparation~~ of ~~financial~~Directors ~~statements~~receives inan ~~conformity~~update ~~with~~on ~~GAAP~~our torisk ~~assist~~management usprocess inand the ~~preparation~~risk oftrends related ~~our financial statements~~ to ~~ensure that~~cybersecurity ~~these~~at ~~financial~~least ~~statements are prepared in conformity with GAAP~~annually. WeAdditionally, ~~will~~on ~~continue~~a toquarterly ~~monitor~~basis, the ~~effectiveness~~Audit ofCommittee ~~this~~will ~~action~~receive ~~and make~~updates ~~any~~from ~~changes~~Management on ~~that our management deems appropriate~~cybersecurity.

~~We would~~Item ~~need to hire additional staff to provide greater segregation of duties~~2. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.Properties

~~Going forward,~~We welease ~~intend~~28,696 tosquare ~~evaluate~~feet ~~our~~of ~~processes~~office and ~~procedures~~manufacturing space ~~and~~under non-cancelable lease agreements through October 31, ~~where~~2026, ~~practicable~~at ~~and~~6797 ~~resources~~Winchester ~~permit~~Circle, ~~implement~~Boulder, ~~changes~~Colorado. inWe ~~order~~believe tothat our ~~have~~existing ~~more~~facilities ~~effective~~are ~~controls~~adequate ~~over~~for ~~financial~~our ~~reporting~~current operations.

~~This Annual~~Item ~~Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~3. ~~Management’s~~Legal report was not subject to attestation by our registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.Proceedings

12From time to time, we are involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. We believe that the resolution of current pending legal matters will not have a material adverse effect on our business, financial condition, results of operations, or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Item 1B 4. ~~Unresolved~~Mine ~~Staff~~Safety ~~Comments~~Disclosures

~~Not required for small reporting companies~~None.

~~Item 1C. Cybersecurity~~PART II

~~We have~~During ~~not~~our ~~yet~~fiscal ~~developed~~years a2025 ~~cybersecurity~~and ~~risk management program~~2024, ~~though~~our wecommon stock ~~are~~has inbeen ~~the~~quoted ~~process~~on ~~of assessing~~ the ~~potential~~Pink ~~risks. As of this time~~tier, weoperated ~~have~~by ~~determined~~the ~~that~~OTC ~~risks~~Markets ~~from~~Group, ~~cybersecurity~~Inc. ~~threats~~The ~~have~~ticker ~~not~~symbol ~~materially~~“ECIA” ~~affected~~has ~~and~~been ~~are not reasonably likely~~ assigned to ~~materially affect~~ our ~~business~~common ~~strategy,~~stock ~~results~~for ofover-the-counter ~~operations, or financial condition~~quotations.

~~Cybersecurity~~We have never paid cash dividends on our common ~~Governance~~stock and have no present plans to do so. We presently intend to retain any cash generated from operations in the future for use in our business. As of March 31, 2025, there were approximately 63 holders of record of our common stock.

~~Our Board~~Recent ofSales ~~Directors is responsible for overseeing our enterprise risk management activities. The Board~~ of ~~Directors~~Unregistered receives an update on our risk management process and the risk trends related to cybersecurity at least annually. Additionally, on a quarterly basis, the Audit Committee will receive updates from Management on cybersecurity.Securities

~~Item~~During the fiscal year ended March 31, 2025, 2.there ~~Properties~~were no sales of unregistered securities by the Company that were not previously reported on a Form 8-K or Form 10-Q.

~~We lease~~Issuer ~~28,696~~Purchases ~~square feet~~ of ~~office~~Equity and manufacturing space under noncancelable lease agreements through October 31, 2026 at 6797 Winchester Circle, Boulder, Colorado. We believe that our existing facilities are adequate for our current operations.Securities

~~Item~~We did not repurchase any of our equity securities 3.during ~~Legal~~the ~~Proceedings~~period covered by this Annual Report.

~~From time~~Item ~~to time, we are involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business~~6. We believe that the resolution of current pending legal matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations or cash flows.[Reserved]

~~Item 4. Mine Safety Disclosures~~14

~~None~~Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

13Certain statements contained in this section are not historical facts, including statements about our strategies and expectations about new and existing products, market demand, acceptance of new and existing products, 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 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-K are strongly encouraged to review the section entitled “Risk Factors”.

~~PART II~~Outlook

~~Item~~Installed Base of AEM Monitoring Equipment. 5We believe that we are gaining more awareness in medico-legal circles and publications and from presentations at medical meetings. ~~Market~~We believe ~~for~~that ~~Registrant’s~~improvement ~~Common~~in ~~Equity~~the quality of sales representatives carrying our AEM products line, ~~Related~~along ~~Stockholder~~with ~~Matters~~increased marketing efforts and ~~Issuer~~the ~~Purchases~~introduction of ~~Equity~~new ~~Securities~~products, may provide the basis for increased sales and continuing profitable operations. However, these measures, or any others that we may adopt, may not result in either increased sales or continuing profitable operations.

~~During~~Possibility of Operating Losses. We have ~~our~~an ~~fiscal~~accumulated ~~years~~deficit ~~2024~~of ~~and~~$22,765,245 ~~2023~~at March 31, ~~our~~2025. ~~common~~We ~~stock~~have ~~has~~made ~~been~~significant ~~quoted~~strides ontoward ~~the~~improving ~~Pink~~our ~~tier~~operating results. However, due ~~operated~~to bythe ongoing need to develop new products, the ~~OTC~~need ~~Markets~~to ~~Group~~develop, ~~Inc.~~optimize ~~The~~and ~~ticker~~train our sales distribution network and the need to ~~symbol~~increase ~~“ECIA”~~sustained ~~has~~sales ~~been~~to ~~assigned~~a level adequate to ~~our~~cover ~~common~~fixed ~~stock~~and ~~for~~variable ~~over-the-counter~~operating ~~quotations~~costs, we may operate at a net loss in future periods.

Sales Growth. We expect to generate increased ~~have~~sales ~~never~~in ~~paid~~the ~~cash~~U.S. ~~dividends~~from onsales ~~our~~to ~~common~~new ~~stock~~hospital customers and ~~have~~to nogrow ~~present~~AEM ~~plans~~instrumentation sales to doexisting soaccounts. WeIn ~~presently~~fiscal ~~intend~~year to2026, we ~~retain~~will ~~any~~focus ~~cash~~on ~~generated from~~growing ~~operations~~our inAEM franchise through a campaign focused on the ~~future~~clinical, ~~for~~economic ~~use~~and insafety benefits of AEM technology, a medico-legal initiative and our ~~business~~new AEM products. AsIn ofaddition, ~~March~~prior 31years’ efforts in vertical integration have given us three core competencies – electrosurgery, ~~2024~~instrument design, ~~there~~and ~~were~~manufacturing ~~approximately~~– 68which ~~holders~~we ofexpect ~~record~~will ofallow ~~our~~us ~~common~~to increase sales ~~stock~~from our strategic partnership initiatives. Our goal is to offer our customers an AEM disposable counterpart for each AEM reusable instrument.

~~Recent~~Gross Margin. We believe that if our fiscal ~~Sales~~year 2026 revenues increase, then our fiscal year 2026 gross profit and gross margin, as a percentage of ~~Unregistered~~revenue, ~~Securities~~will increase due to a higher gross margin on product revenue as a result of an increase in product produced.

~~During~~Sales and Marketing Expenses. We continue ~~the~~our ~~fiscal~~efforts ~~year~~to ~~ended~~expand ~~March~~domestic ~~31,~~and ~~2024~~international distribution capability, ~~there~~and ~~were~~we nobelieve that sales and ofmarketing ~~unregistered~~expenses ~~securities~~will byneed to be maintained at a healthy level in order to expand our market visibility and optimize the ~~Company~~field ~~that~~sales capability ~~were~~of ~~not~~converting ~~previously~~new ~~reported~~hospital customers to AEM technology. Sales and marketing expenses onare aexpected ~~Form~~to ~~8-K~~increase oras ~~Form~~we ~~10-Q~~increase our marketing efforts to support our direct sales representatives. In fiscal year 2026, we expect to have five direct sales managers. Each direct sales manager also manages a separate territory.

Manufacturing. We believe that we will be able to achieve cost reductions, and provide better control over quality and consistency, by producing products on our own. We manufacture our own disposable scissor inserts and are exploring other products that we may manufacture internally.

~~Issuer~~Research and Development Expenses. Research ~~Purchases~~and ofdevelopment ~~Equity~~expenses ~~Securities~~are expected to increase to support expansion to our AEM product line, which will further expand the instrument options for the surgeon. New refinements to AEM product lines are planned for introduction in fiscal year 2026.

~~We did not repurchase any of our equity securities during the period covered by this Annual Report.~~15

~~Item 6.~~Results ~~[Reserved]~~of Operations

~~Item~~Net Product 7revenue. Net ~~Management's~~product ~~Discussion~~revenue for the fiscal year ended March 31, 2025 (“FY25”) was $6,217,687, and ~~Analysis~~for the fiscal year ended March 31, 2024 (“FY24”), net revenue was $6,431,969, or a decrease of ~~Financial~~3%. ~~Condition~~Product revenue ~~and~~for ~~Results~~the fiscal year ended March 31, 2025 decreased primarily because of ~~Operations~~the decrease in non-essential surgical procedures performed during this period.

~~Certain statements~~Net ~~contained in this section are not historical facts, including statements about our strategies and expectations about new and~~Service ~~existing~~revenue. Net ~~products,~~service ~~market~~revenue ~~demand,~~for ~~acceptance~~FY25 ofwas ~~new and existing products~~$337,628 ~~technologies~~ and ~~opportunities,~~for ~~market~~FY24 ~~and~~net ~~industry~~service ~~segment~~revenue ~~growth,~~was ~~and return on investments in products and markets~~$153,913. ~~These~~Net ~~statements~~service ~~are~~revenue ~~forward~~for ~~looking~~FY24 ~~statements~~was ~~within~~for ~~the~~engineering ~~meaning~~services ofperformed ~~the Private~~under ~~Securities~~a ~~Litigation~~Master ~~Reform~~Services ~~Act~~Agreement ofwith ~~1995~~Vicarious ~~and involve substantial risks and uncertainties that may cause actual results to differ~~Surgical ~~materially~~Inc.. ~~from~~Under ~~those indicated by~~ the ~~forward~~agreement, ~~looking~~we ~~statements.~~collaborated ~~All forward looking statements in this section are based~~ on ~~information available to us on~~ the ~~date~~integration of ~~this~~AEM ~~document,~~technology into and weprovide ~~assume~~certain norelated ~~obligation~~design toservices ~~update~~for ~~such forward looking statements. Readers~~ elements of ~~this Form~~Vicarious’ ~~10-K~~robotic ~~are~~surgical ~~strongly encouraged to review the section entitled “Risk Factors”~~system.

~~Outlook~~Gross profit. Gross profit in FY25 was $3,511,286, which represented an increase of $375,324, or 12%, from gross profit in FY24 of $3,135,962. Gross profit margin was 54% of net product revenue for FY25 and 48% of net product revenue for FY24. Gross profit increased in FY25 from FY24 due principally to a reduction in material cost on high volume product. In FY25, we had an increase in high-margin service revenue.

~~Installed~~Sales ~~Base~~and ofmarketing ~~AEM Monitoring Equipment~~expenses. WeSales ~~believe that we are gaining more awareness in medico-legal circles~~ and ~~publications~~marketing ~~and~~expenses ~~from presentations~~were at$1,689,503 ~~medical meetings. We believe that improvement~~ in ~~the quality of sales representatives carrying our AEM products line~~FY25, ~~along~~ ~~with~~an ~~increased~~increase ~~marketing efforts and the introduction~~ of ~~new products~~$55, ~~may provide the basis for increased sales and continuing profitable operations. However~~379, ~~these~~or ~~measures~~3%, orfrom ~~any others that we may adopt~~$1,634,124 ~~may~~in ~~not~~FY24. The ~~result~~increase inwas ~~either~~because of increased ~~sales~~commissions orand ~~continuing profitable~~travel ~~operations~~expenses.

~~Possibility~~General ofand ~~Operating~~administrative ~~Losses~~expenses. WeGeneral ~~have~~and anadministrative ~~accumulated~~expenses ~~deficit~~were of $221,~~617~~400,~~329~~611 atin ~~March 31~~FY25, ~~2024.~~a Wedecrease ~~have~~of ~~made~~$120,116 ~~significant~~or ~~strides~~8%, ~~toward improving~~from ~~our~~$1,520,727 ~~operating~~in ~~results~~FY24. ~~However,~~The ~~due~~decrease towas ~~the~~because ~~ongoing~~of ~~need~~decreased toregulatory ~~develop new products~~fees, ~~the need to develop~~compensation, ~~optimize~~ and ~~train~~outside ~~our~~service ~~sales~~expenses ~~distribution network 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~~ in ~~future periods~~ FY25.

~~Sales~~Research ~~Growth.~~and Wedevelopment ~~expect to generate increased sales in the U~~expenses.S. ~~from~~Research ~~sales to new hospital customers~~ and todevelopment ~~grow~~expenses ~~AEM~~were ~~instrumentation~~$593,152 ~~sales to~~in ~~existing accounts. In fiscal year 2024~~FY25, ~~we will focus on growing our AEM franchise through~~ a ~~campaign focused on the clinical, economic~~decrease ~~and safety benefits~~ of ~~AEM technology~~$28,742 aor ~~medico-legal~~5%, ~~initiative~~from ~~and our new AEM products. In addition~~$621,894 ~~prior years’ efforts~~ in ~~vertical~~ ~~integration~~FY24. ~~have~~The ~~given~~decrease uswas ~~three~~the ~~core~~result ~~competencies~~of –decreased ~~electrosurgery,~~compensation ~~instrument design,~~ and ~~manufacturing~~outside ~~– which we expect will allow us to increase sales from our strategic partnership initiatives~~services. ~~Our goal is to offer our customers an AEM disposable counterpart for each AEM reusable instrument.~~

~~Gross Margin.~~Other ~~We believe that if our fiscal year 2024 revenues increase~~(expense), ~~then~~net. ~~our~~Other ~~fiscal year 2024 gross profit and gross margin~~(expense), ~~as a~~net ~~percentage~~ of ~~revenue~~$48,218 ~~will~~for ~~increase~~FY25, ~~due~~a todecrease aof ~~higher~~2,782 ~~gross~~or ~~margin~~6%, onfrom ~~product~~51,000 ~~revenue~~in asFY25. aThis ~~result~~decrease ofwas primarily andue ~~increase~~to inreduced ~~product~~interest ~~produced~~expenses.

~~Sales and~~Net ~~Marketing Expenses~~loss. We ~~continue~~Net ~~our~~loss ~~efforts~~in toFY25 ~~expand~~of ~~domestic and international distribution capability~~$220,198 ~~and we~~represented ~~believe that sales and marketing expenses will need to be maintained at~~ a ~~healthy~~decrease ~~level~~of in$471,585 ~~order~~compared to ~~expand~~FY24 ~~our~~net ~~market~~loss ~~visibility and optimize the field sales capability~~ of ~~converting new hospital customers to AEM technology~~$691,783. ~~Sales~~ ~~and~~The ~~marketing~~net ~~expenses~~loss ~~are~~decrease ~~expected~~was toprincipally ~~increase~~because asof wehigher ~~increase~~service ~~our marketing efforts to support our direct sales representatives.~~revenue, Inincreased ~~fiscal~~product ~~year 2024~~margins, weand ~~expect~~decreased tooperating ~~have six direct sales managers~~expenses. ~~Each direct sales manager also manages a separate territory.~~

14Liquidity and Capital Resources

~~Manufacturing.~~To date, operating funds have been provided primarily Weby ~~believe~~issuances ~~that~~of weour ~~will~~common bestock ~~able~~and warrants, the exercise of stock options to ~~achieve~~purchase ~~cost~~our ~~reductions~~common stock, loans and, ~~provide~~in ~~better~~some ~~control~~years, ~~over~~by ~~quality~~operating ~~and~~profits. ~~consistency~~To date, bycommon ~~producing~~stock ~~products~~and onadditional paid in capital totaled $24,416,347 from our ~~own~~inception through March 31, 2025. Our Weoperations ~~manufacture~~used ~~our~~$54,948 ~~own~~and ~~disposable~~provided ~~scissor~~$144,389 ~~inserts~~of cash in FY25 and ~~are~~FY24, ~~exploring~~respectively, ~~other~~on net revenue of $6,555,315 and $6,585,882 ~~products~~in ~~that~~FY25 weand ~~may~~FY24, ~~manufacture~~respectively. ~~internally~~Working capital was $1,036,850 at March 31, 2025 compared to $1,357,937 at March 31, 2024. The decrease in working capital was primarily caused by the FY25 net loss, which resulted in increased utilization of the Pathward line of credit, a current liability. Current liabilities were $1,575,915 at March 31, 2025 compared to $1,068,337 at March 31, 2024.

~~Research~~ On November 2, 2022, we entered into a loan and ~~Development~~security agreement ~~Expenses~~with Pathward, N.A. ~~Research~~The loan is due on demand and ~~development~~has ~~expenses~~no ~~are~~financial ~~expected~~covenants. toUnder ~~increase~~the toagreement, ~~support~~we were provided with a line ~~expansion~~of credit that is not to ~~our~~exceed ~~AEM~~the ~~product~~lesser ~~line~~of $1,000,000 ~~which~~or ~~will~~85% ~~further~~of ~~expand~~eligible ~~the~~accounts ~~instrument~~receivable. ~~options~~The ~~for~~interest rate is prime rate plus 0.5%, with a floor of 6.75%, plus a monthly maintenance fee of 0.4%, based on the average monthly loan balance. Interest is charged on ~~surgeon~~a minimum loan balance of $300,000, a loan fee of 0.5% ~~New~~at ~~refinements~~closing toand ~~AEM~~annually, ~~product~~and ~~lines~~an ~~are~~exit ~~planned~~fee ~~for~~of ~~introduction~~3%, 2% and 1% during years one, two and three, respectively. The balance under the line of credit is fully collateralized by invoices included in ~~fiscal~~our ~~year~~accounts ~~2025~~receivable.

~~Results~~We believe that the unique performance of AEM technology and our breadth of ~~Operations~~independent endorsements provide an opportunity for market share growth. We believe that the market awareness of AEM technology and its endorsements is continually improving and that this will benefit revenue efforts in FY 26. We believe that we enter FY 26 having achieved improvements in the clinical credibility of our technology. Our FY 26 operating plan is focused on growing revenue, increasing gross profits, increasing research and development costs while increasing profits and positive cash flows. We cannot predict with certainty the expected revenue, gross profit, net income or loss and usage of cash, cash equivalents and restricted cash for FY 26. We believe that cash resources and borrowing capacity will be sufficient to fund our operations for at least the next twelve months under our current operating plan. If we are unable to manage business operations in line with our budget expectations, it could have a material adverse effect on business viability, financial position, results of operations and cash flows. Further, if we are not successful in sustaining profitability and remaining at least cash flow break-even, additional capital may be required to maintain ongoing operations.

Net Product revenue. Net product revenue for the fiscal year ended March 31, 2024 (“FY24”) was $6,431,969, and for the fiscal year ended March 31, 2023 (“FY23”), net revenue was $6,885,158, or a decrease of 7%. Product revenue for the fiscal year ended March 31, 2024 decreased primarily because of the decrease in non-essential surgical procedures performed during this period.16

~~Net~~We have explored and are continuing to explore ~~Service~~options ~~revenue~~to provide additional financing to fund future operations as well as other possible courses of action. ~~Net~~ Such actions include, but ~~service~~are ~~revenue~~not ~~for~~limited ~~FY24~~to, ~~was~~securing ~~$153~~a larger credit facility,~~913,~~ ~~and~~sales ~~for~~of ~~FY23~~debt ~~net~~or ~~service~~equity ~~revenue~~securities ~~was~~(which ~~$463~~may result in dilution to existing shareholders),~~356~~ licensing of technology, strategic alliances and other similar actions. ~~Net~~There ~~service~~can ~~revenue~~be ~~for~~no ~~FY23~~assurance ~~was~~that ~~for~~we ~~engineering~~will be able to obtain additional ~~services~~funding ~~performed~~(if ~~under~~needed) through a ~~Master~~sale ~~Services~~of ~~Agreement~~our ~~with~~common ~~Auris~~stock ~~Health,~~or ~~Inc.~~loans ~~(“Auris~~from ~~Health”).~~financial ~~Auris~~institutions ~~Health~~or isother athird ~~part~~parties or through any of the actions ~~Johnson~~discussed &above ~~Johnson~~on ~~family~~terms ofacceptable ~~companies.~~to ~~Under~~us ~~the~~or ~~agreement,~~at all. If we ~~collaborated~~cannot onsustain ~~the~~profitable ~~integration~~operations ofand ~~AEM~~additional ~~technology~~capital ~~into~~is ~~monopolar~~unavailable, ~~instrumentation~~lack ~~produced~~of byliquidity ~~Auris~~could ~~Health~~have ~~for~~a ~~advanced~~material ~~surgical~~adverse ~~applications~~effect on our business viability, financial position, results of operations and cash flows.

~~Gross~~Income profit. Gross profit in FY24 was $3,135,962, which represented a decrease of $896,571, or 22%, from gross profit in FY23 of $4,032,533. Gross profit margin was 48% of net product revenue for FY24 and 55% of net product revenue for FY 23. Gross profit decreased in FY24 from FY23 due principally to higher product vendor costs and increased inventory reserves. In FY23 we had high margin service revenue. Our product revenue from GPOs in FY23 was approximately 79% of our total product revenue. In FY24, we had increased product vendor costs that were not allowed to be passed on to our GPO customers for the fiscal year and resulted in a compressed gross profit margin.Taxes

~~Sales~~As of March 31, 2025, net operating loss carryforwards ~~and~~totaling ~~marketing~~approximately ~~expenses~~$8.2 ~~Sales~~million ~~and~~were ~~marketing~~available ~~expenses~~to ~~were~~reduce $1taxable income in the future. The net operating loss carryforwards expire,~~634~~ if not previously utilized,~~124~~ at various dates beginning in ~~FY24,~~fiscal ayear ~~decrease~~2025. We have not paid income taxes since our inception. The Tax Reform Act of ~~$398,291,~~1986 orand ~~20%,~~other ~~from~~income $2tax regulations contain provisions which may limit the net operating loss carryforwards available to be used in any given year if certain events occur,~~032,415~~ including changes in our ownership. We have established a valuation allowance for ~~FY23~~the entire amount of our deferred tax asset since inception due to our history of losses. ~~The~~Should ~~decrease~~we ~~was~~achieve ~~because~~sufficient, sustained income in the future, we may conclude that some or all of ~~decreased~~the ~~commissions~~valuation onallowance ~~decreased~~should ~~revenue~~be reversed.

~~General and~~Off-Balance ~~administrative~~Sheet ~~expenses.~~Financing ~~General and administrative expenses were $1,520,727 in FY24, an increase of $33,931 or 2%, from $1,486,796 in FY23. The increase was because of increased regulatory fees.~~Arrangements

~~Research and~~We ~~development~~do ~~expenses.~~not ~~Research~~utilize ~~and~~variable ~~development~~interest ~~expenses were $621,894 in FY24, a decrease of $196,225~~ entities or ~~24%,~~other ~~from~~off-balance ~~$816,119~~sheet ~~in FY23.~~financial ~~The decrease was the result of decreased compensation and outside services~~arrangements.

~~Other (expense),~~Contractual ~~net.~~Obligations ~~Other (expense), net of $51,000 for FY24 was primarily for interest expense of $62,373.~~

~~Net~~Effective November 9, 2017, we extended our noncancelable ~~(loss).~~lease ~~Net~~agreement ~~(loss)~~through inJuly ~~FY24~~31, of2024, ~~$691~~and further extended it through October 31,~~783~~ ~~represented~~2026, afor ~~loss~~our ~~increase~~facilities at 6797 Winchester Circle, ofBoulder, Colorado. Lease expense was $~~367~~384,~~838~~184 ~~compared~~for tothe ~~FY23~~fiscal ~~net~~year ~~loss~~ended ofMarch 31, 2025 and $~~323~~357,~~945.~~503 ~~The~~for ~~net~~the ~~loss~~fiscal ~~increase~~year ~~was~~ended ~~principally~~March ~~because~~31, of2024. ~~lower~~The ~~product~~minimum ~~and~~future ~~service~~lease ~~revenue~~payment, ~~and~~by ~~was~~fiscal ~~partially~~year, ~~offset~~as byof ~~decreased~~March ~~operating~~31, ~~expenses.~~2025 is as follows:

Liquidity and Capital Resources

Fiscal Year		Amount
	2026		430,398
	2027		266,212
	Total	$	696,610

~~To date~~On August 4, ~~operating~~2020, ~~funds~~we ~~have~~received ~~been~~$150,000 ~~provided~~in ~~primarily~~loan funding byfrom ~~issuances~~the ofU.S. ~~our~~Small ~~common~~Business ~~stock~~Administration ~~and~~(“SBA”) ~~warrants,~~under the ~~exercise~~Economic ofInjury ~~stock~~Disaster ~~options~~Loan to(“EIDL”) ~~purchase~~program ~~our~~administered ~~common stock, loans and, in some years,~~ by ~~operating~~the ~~profits. To date~~SBA, ~~common~~which ~~stock~~program ~~and~~was ~~additional~~expanded ~~paid~~pursuant into ~~capital~~the ~~totaled~~CARES ~~$24,371,795 from~~Act. ~~our~~The ~~inception~~EIDL ~~through~~is ~~March~~evidenced ~~31,~~by ~~2024.~~a ~~Our~~promissory ~~operations provided $144~~note,~~389~~ ~~and~~dated ~~used $861~~August 1,~~485~~ of2021 ~~cash~~ in ~~FY24~~the ~~and~~original ~~FY23,~~principal ~~respectively, on~~amount ~~net revenue~~ of $6150,~~585,882~~000 ~~and~~with $7the SBA,~~348,514~~ inthe ~~FY24~~lender. ~~and~~Under ~~FY23,~~the ~~respectively.~~terms ~~Working~~of ~~capital~~the ~~was $1~~Note,~~206,252~~ atinterest ~~March~~accrues ~~31,~~on ~~2024~~the ~~compared~~outstanding toprincipal ~~$1,993,777~~ at ~~March~~the ~~31,~~rate ~~2023~~of 3.75% ~~The~~per ~~decrease~~annum. inThe ~~working~~term ~~capital~~of ~~was primarily caused by~~ the ~~FY24~~Note ~~net~~is ~~loss~~thirty ~~and~~years, ~~decreased~~though ~~inventories. Current~~it ~~liabilities~~may ~~were~~be ~~$1,220,022~~payable atsooner ~~March~~upon ~~31,~~an ~~2024~~event ~~compared~~of todefault under ~~$1,130,826~~the ~~at March 31, 2023~~Note.

~~On November 15, 2022, we entered into a loan and security agreement with Pathward, N.A.~~ The ~~loan~~minimum isfuture ~~due~~EIDL ~~on demand and has no financial covenants. Under the agreement~~payment, weby ~~were~~fiscal ~~provided with a line of credit that is not to exceed the lesser of $1~~year,~~000,000 or 85% of eligible accounts~~ ~~receivable.~~as ~~The interest rate is prime rate plus 0.5%, with a floor~~ of ~~6.75%,~~March ~~plus a monthly maintenance fee of 0.4%~~31, ~~based~~2025 ~~on the average monthly loan balance. Interest~~ is ~~charged~~as ~~on a minimum loan balance of $300,000, a loan fee of 0.5% at closing and annually, and an exit fee of 3%, 2% and 1% during years one, two and three, respectively.~~follows:

We believe that the unique performance of AEM technology and our breadth of independent endorsements provide an opportunity for market share growth. We believe that the market awareness of AEM technology and its endorsements is continually improving and that this will benefit revenue efforts in FY 25. We believe that we enter FY 25 having achieved improvements in the clinical credibility of our technology. Our FY 25 operating plan is focused on growing revenue, increasing gross profits, increasing research and development costs while increasing profits and positive cash flows. We cannot predict with certainty the expected revenue, gross profit, net income or loss and usage of cash, cash equivalents and restricted cash for FY 25. We believe that cash resources and borrowing capacity will be sufficient to fund our operations for at least the next twelve months under our current operating plan. If we are unable to manage business operations in line with our budget expectations, it could have a material adverse effect on business viability, financial position, results of operations and cash flows. Further, if we are not successful in sustaining profitability and remaining at least cash flow break-even, additional capital may be required to maintain ongoing operations.

Fiscal Year		Amount
	2026	$	5,275
	2027		5,275
	2028		5,275
	2029		5,275
	Thereafter		129,646
	Total	$	150,746

15During September 2020, 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.

~~We have~~The ~~explored~~minimum ~~and are continuing to explore options to provide additional financing to fund~~ future ~~operations as well as other possible courses of action~~U.S. ~~Such~~Bank ~~actions include~~payment, ~~but~~by ~~are not limited to~~fiscal year, ~~securing~~as ~~a larger credit facility, sales~~ of ~~debt~~March ~~or equity securities (which may result in dilution to existing shareholders)~~31, ~~licensing~~2025 of technology, strategic alliances and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed) through a sale of our common stock or loans from financial institutions or other third parties or through any of the actions discussed above on terms acceptable to us or at all. If we cannot sustain profitable operations and additional capital is ~~unavailable,~~as ~~lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.~~follows:

Income Taxes

Fiscal Year		Amount
	2026		15,333
	Total	$	15,333

~~As of~~During ~~March~~June 312022, ~~2024,~~we ~~net~~entered ~~operating~~into ~~loss~~a ~~carryforwards~~note ~~totaling~~agreement with ~~approximately $8~~U.9S. ~~million~~Bank ~~were~~for ~~available to reduce taxable income in the future~~$118,970. The ~~net~~note ~~operating~~is ~~loss~~for ~~carryforwards~~five ~~expire,~~years ~~if not previously utilized,~~ at ~~various~~a ~~dates~~6% ~~beginning~~interest inrate ~~fiscal year 2025. 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~~proceeds ~~operating~~were ~~loss~~used ~~carryforwards available~~ to bepurchase ~~used in any given year if certain events occur, including changes in our ownership~~equipment. We ~~have~~The ~~established a valuation allowance for the entire amount of our deferred tax asset since inception due to our history of losses.~~note ~~Should~~is wesecured ~~achieve~~by ~~sufficient, sustained income in~~ the ~~future, we may conclude that some or all of the valuation allowance should be reversed~~equipment.

~~Off-Balance Sheet Financing Arrangements~~17

~~We do~~The ~~not~~minimum ~~utilize~~future ~~variable~~principal ~~interest~~U.S. ~~entities~~Bank orpayment, by ~~other~~fiscal ~~off-balance~~year, ~~sheet~~as ~~financial~~of ~~arrangements.~~March 31, 2025 is as follows:

Contractual Obligations

Fiscal Year		Amount
	2026		23,794
	2027		23,794
	2028		7,931
	Total	$	55,519

Effective November 9, 2017, we extended our noncancelable lease agreement through July 31, 2024, and further extended it through October 31, 2026, for our facilities at 6797 Winchester Circle, Boulder, Colorado. Lease expense was $357,503 for the fiscal year ended March 31, 2024 and $329,255 for the fiscal year ended March 31, 2023. The minimum future lease payment, by fiscal year, as of March 31, 2024 is as follows:

	Payment due by period
Contractual obligations	Totals		Less than 1 year		1-3 years		3-5 years		More than 5 years
Lease obligations	$	696,610	$	430,398	$	266,212	$	—	$	—
EIDL note		150,746		5,275		10,550		10,550		124,371
U.S. Bank note		15,333		15,333		—		—		—
U.S. Bank note		55,519		23,794		31,725		—		—
Totals	$	918,208	$	474,800	$	308,487	$	10,550	$	124,371

Fiscal Year		Amount
	2025	$	370,377
	2026		430,398
	2027		266,212
	Total	$	1,066,987

Aside from the operating lease, we do not have any material contractual commitments requiring settlement in the future.

~~On August~~Critical 4,Accounting ~~2020,~~Policies weand received $150,000 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, 2021 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.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 ~~minimum~~of ~~future~~these ~~EIDL~~financial ~~payment~~statements requires us to make estimates and judgments that affect the reported amounts of assets, byliabilities, ~~fiscal~~sales and ~~year~~expenses, asand related disclosure of ~~March~~contingent 31assets and liabilities. On an on-going basis, ~~2024~~we isevaluate asour ~~follows:~~estimates, including those related to bad debts, inventories, sales returns, warranty, 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.

Fiscal Year		Amount
	2025	$	3,208
	2026		3,331
	2027		3,457
	2028		3,587
	Thereafter		146,689
	Total	$	156,685

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 product 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.

During June 2020, 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.18

~~The~~We maintain ~~minimum~~allowances ~~future~~for Udoubtful accounts for estimated losses resulting from the inability of our customers to make required payments.S. ~~Bank~~If ~~payment~~the financial condition of our customers were to deteriorate, byresulting ~~fiscal~~in ~~year~~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 ~~March~~the 31likelihood that we will be paid on our outstanding receivables, ~~2024~~based ison customer-specific as ~~follows:~~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.

Fiscal Year		Amount
	2024		18,400
	2025		13,800
	Total	$	32,200

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 warranty. The warranty accrual is based upon 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.

~~During~~We reduce ~~September~~inventory ~~2022,~~for weestimated ~~entered~~obsolete ~~into~~or aunmarketable ~~note~~inventory ~~agreement~~equal ~~with~~to ~~U.S.~~the ~~Bank~~difference ~~for~~between ~~$115,004.~~the ~~The~~cost ~~note~~of isinventory ~~for~~and ~~five~~the ~~years~~estimated atmarket value abased 6%upon ~~interest~~assumptions ~~rate~~about future demand and ~~the~~market conditions. If actual market conditions ~~proceeds~~are ~~were~~less ~~used~~favorable tothan ~~purchase~~those ~~equipment~~projected by management, additional inventory write-downs may be required. ~~The~~Any ~~note~~write-downs isof ~~secured~~inventory would byreduce our reported net income during the ~~equipment~~period in which such write-downs were applied.

16We 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 achieve sufficient, sustained income in the future, we may conclude that all or some of the valuation allowance should be reversed.

~~The~~Property and equipment are stated at cost, with ~~minimum~~depreciation ~~future~~computed ~~principal~~over Uthe estimated useful lives of the assets, generally three to seven years.S We use the straight-line method of depreciation for property and equipment. ~~Bank~~Leasehold ~~payment,~~improvements byare ~~fiscal~~depreciated ~~year,~~over asthe shorter of ~~December~~the ~~31,~~remaining ~~2023~~lease isterm or the estimated useful life of the asset. Maintenance and repairs are expensed as ~~follows:~~incurred and major additions, replacements and improvements are capitalized.

Fiscal Year		Amount
	2025		23,794
	2026		23,794
	2027		23,794
	2028		5,949
	Total	$	77,331

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 lives 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.

	Payment due by period
Contractual obligations		Totals		Less than 1 year		1-3 years		3-5 Years		More than 5 Years
Lease obligations	$	1,141,875	$	415,667	$	726,208	$	—	$	—
EIDL note		156,685		3,208		6,788		7,174		139,515
U.S. Bank note		32,200		18,400		13,800		—		—
U.S. Bank note		77,331		23,794		47,588		5,949		—
Totals	$	1,408,091	$	461,069	$	794,384	$	13,123	$	139,515

Stock-based compensation is presented in accordance with the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards made to employees and directors including employee stock options based on estimated fair values on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations.

~~Aside~~Certain prior ~~from~~year balances have been reclassified to conform with the ~~operating~~current ~~lease~~year presentation. In presenting the Company’s consolidated balance sheet at March 31, we2024, dothe ~~not~~Company ~~have~~presented ~~any~~$156,685 ~~material~~EIDL ~~contractual~~note ~~commitments~~payable ~~requiring~~as ~~settlement~~a line of credit. In presenting the Company’s consolidated balance sheet at March 31, 2025, the Company has reclassified the balance of $5,000 as part of Secured notes, a current liability, and the balance of $151,685 is presented as a part of Long-term liability in the ~~future~~accompanying March 31, 2025 financial statements.

~~Critical Accounting~~Item ~~Policies~~7A. Quantitative and ~~Estimates~~Qualitative Disclosures About Market Risk

~~Our discussion~~Not 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, warranty, 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. required

~~We maintain~~Item ~~allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments~~8. If ~~the~~Financial ~~financial~~Statements 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 weSupplementary ~~ultimately collect a receivable previously determined to be impaired, we may record a reversal of the provision in the period of such determination.~~Data

~~We provide~~The ~~for~~following ~~the~~financial statements ~~estimated cost of product warranties at the time sales~~ are ~~recognized.~~included ~~While we engage~~ in ~~extensive~~this product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers, we have experienced some costs related to warranty. The warranty accrual is based upon 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. Report:

We reduce inventory for estimated obsolete or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon 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.

		Page
Report of Independent Registered Public Accounting Firm for the fiscal year ended March 31, 2025		19

Balance Sheets as of March 31, 2025 and 2024		21

Statements of Operations for the fiscal years ended March 31, 2025 and 2024		22

Statements of Shareholders' Equity for the fiscal years ended March 31, 2025 and 2024		23

Statements of Cash Flows for the fiscal years ended March 31, 2025 and 2024		24

Notes to Financial Statements		25

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 achieve sufficient, sustained income in the future, we may conclude that all or some of the valuation allowance should be reversed.20

17Report of Independent Registered Public Accounting Firm

~~Property and~~To ~~equipment are stated at cost, with depreciation computed over~~ the ~~estimated~~Board ~~useful lives~~ of ~~the~~Directors ~~assets, generally three 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.Shareholders

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 lives 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~~Encision, ~~in the future, may result in a conclusion that the assets are impaired, with a corresponding charge against earnings~~Inc.

~~Stock-based compensation~~Opinion ison ~~presented in accordance with~~ the ~~guidance of~~ Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards made to employees and directors including employee stock options based on estimated fair values on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations.Statements

~~Item~~We have audited the accompanying balance sheet 7Aof Encision, Inc. ~~Quantitative~~(the Company) as of March 31, 2025, and ~~Qualitative~~2024, ~~Disclosures~~and ~~About~~the ~~Market~~related ~~Risk~~statements of operations, shareholders’ equity, and cash flows for the years then ended and the related notes (collectively referred to as the financial statements).

~~Not~~In our opinion, the financial statements present ~~required~~fairly, in all material respects, the financial position of the Company as of March 31, 2025, and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Item 8.~~Basis ~~Financial~~for ~~Statements and Supplementary Data~~Opinion

~~The~~These financial statements are the responsibility ~~following~~of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are ~~included~~a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in ~~this~~accordance ~~Report:~~with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

		Page
Report of Independent Registered Public Accounting Firm for the fiscal year ended March 31, 2024		19
Balance Sheets as of March 31, 2024 and 2023		21
Statements of Operations for the fiscal years ended March 31, 2024 and 2023		22
Statements of Shareholders' Equity for the fiscal years ended March 31, 2024 and 2023		23
Statements of Cash Flows for the fiscal years ended March 31, 2024 and 2023		24
Notes to Financial Statements		25

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

18Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Report of~~Critical ~~Independent~~Audit ~~Registered Public Accounting Firm~~Matter

ToThe critical audit matter communicated below is a matter arising from the ~~Board~~current period audit of ~~Directors~~the financial statements that was communicated or required to be communicated to the audit committee and ~~Shareholders~~that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~of Encision, Inc.~~21

~~Opinion on~~Inventory ~~the~~Valuation ~~Financial~~- Finished ~~Statements~~Goods

WeThe Company’s inventories consist of finished ~~have~~goods ~~audited~~and raw materials, which are manufactured or purchased for use in the ~~accompanying~~Company’s ~~balance~~finished ~~sheet~~goods. ofThe ~~Encision,~~Company ~~Inc~~offers several different products to its customers. (The cost of the ~~Company)~~internally asproduced inventory is a combination of ~~March~~raw 31materials, ~~2024~~labor to convert those materials to components of the inventory to finished goods, and ~~the~~an allocation of overhead and related ~~statements~~costs. Significant judgment is exercised by the Company in determining the components of ~~operations,~~the costs of inventory and includes the determination of which costs to include ~~shareholders’~~at ~~equity~~each manufacturing phase, including overhead allocation and ~~cash~~materials ~~flows~~used for ~~the~~production ~~year~~of ~~then~~finished ~~ended~~goods, and monitoring the ~~related~~appropriate absorption ~~notes~~of ~~(collectively~~the ~~referred~~overhead tocost asand correcting the ~~financial~~hourly ~~statements).~~rate when necessary

~~In our~~How ~~opinion,~~ the ~~financial~~Critical ~~statements present fairly, in all material respects, the financial position of the Company as of March 31,~~Audit ~~2024,~~Matter ~~and~~Was ~~the~~Addressed ~~results of its operations and its cash flows for the year then ended,~~ in ~~conformity with accounting principles generally accepted in~~ the ~~United States of America.~~Audit

~~The financial~~Our ~~statements~~principal ofaudit procedures related to the Company's asinventory ofincluded ~~March~~the ~~31, 2023, were audited by other auditors whose report dated June 28, 2023, expressed an unqualified opinion on those statements.~~following:

~~Basis~~ - We evaluated management’s significant accounting policies related to inventory for ~~Opinion~~reasonableness

~~These financial~~- ~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.~~ We ~~are~~selected a ~~public~~sample ~~accounting~~of ~~firm~~finished ~~registered~~goods ~~with~~and ~~the~~raw ~~Public~~materials ~~Company Accounting Oversight Board (United States) (PCAOB)~~ and ~~are~~performed ~~required~~detailed totesting beover ~~independent with respect to~~ the ~~Company~~items inselected, ~~accordance~~including ~~with~~but ~~the~~not ~~U.S.~~limited ~~federal~~to ~~securities laws and~~ the ~~applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~following:

~~We conducted~~o ~~our~~Agreed ~~audits in accordance with~~ the ~~standards~~bill of ~~the~~materials ~~PCAOB.~~source ~~Those~~documents ~~standards~~for ~~require~~each ~~that~~selection, weincluding ~~plan~~raw ~~and~~materials ~~perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement~~value, ~~whether due to error or fraud. The Company is not required to have~~labor, ~~nor~~and ~~were~~overhead ~~we engaged to perform~~allocations, anand ~~audit~~any ofother ~~its~~items ~~internal~~relevant ~~control over financial reporting. As part of our audits, we are required~~ to ~~obtain~~price ~~an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting~~verification. ~~Accordingly, we express no such opinion.~~

~~Our audits~~o ~~included~~Agreed ~~performing~~a ~~procedures~~selection ~~to assess the risks~~ of ~~material~~raw ~~misstatement~~materials ofto the ~~financial~~source ~~statements~~documents, ~~whether due to error or fraud~~invoices, and ~~performing~~any ~~procedures~~other ~~that~~items ~~respond~~relevant to ~~those~~price risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.verification

19o Tested managements identification and application of the overhead calculation and labor cost

~~Critical Audit~~July ~~Matter~~10, 2025

~~The critical~~We ~~audit~~have ~~matter~~served communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as ~~a whole, and we are not, by communicating~~ the ~~critical~~Company’s ~~audit~~auditor ~~matter~~since ~~below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates~~2024.

~~Inventory Valuation~~Los -Angeles, ~~Finished Goods~~California

~~The Company’s~~PCAOB ~~inventories~~ID ~~consist~~Number of finished goods and raw materials, which are manufactured or purchased for use in the Company’s finished goods. The Company offers several different products to its customers. The cost of the internally produced inventory is a combination of raw materials, labor to convert those materials to components of the inventory to finished goods, and an allocation of overhead and related costs. Significant judgment is exercised by the Company in determining the components of the costs of inventory and includes the determination of which costs to include at each manufacturing phase, including overhead allocation and materials used for production of finished goods, and monitoring the appropriate absorption of the overhead cost and correcting the hourly rate when necessary6580

~~How the~~Green ~~Critical~~Growth ~~Audit Matter Was Addressed in the Audit~~CPAs

~~Our principal audit procedures related to the Company's inventory included the following:~~22

- Encision We assessed the reasonableness of costs and the appropriate application of management’s significant accounting policies related to inventory, including determination of inventory obsolescence reserveInc.

-Balance ~~We selected a sample of finished goods and raw materials and performed detailed testing over the items selected, including but not limited to the following:~~Sheets

o Agreed the bill of materials source documents for each selection, including raw materials value, labor, and overhead allocations, and any other items relevant to price verification.


	March 31, 2025			March 31, 2024
ASSETS
Current assets:
Cash	$	257,433		$	42,509
Accounts receivable		786,471			891,129
Inventories, net		1,483,182			1,402,338
Prepaid expenses		85,679			90,298
Total current assets		2,612,765			2,426,274
Equipment:
Furniture, fixtures and equipment, at cost		2,585,446			2,627,726
Accumulated depreciation		(2,340,689	)		(2,373,722	)
Equipment, net		244,757			254,004
Right of use asset		568,395			900,787
Patents, net		171,890			164,010
Other assets		72,892			65,641
TOTAL ASSETS	$	3,670,699		$	3,810,716
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	346,900		$	346,049
Line of credit		395,964			—
Secured notes		44,128			47,194
Accrued compensation		180,850			184,913
Deferred Revenue		17,401			—
Other accrued liabilities		160,274			119,804
Accrued lease liability		430,398			370,377
Total current liabilities		1,575,915			1,068,337
Long-term liability:
Secured notes		177,470			219,021
Accrued lease liability		266,212			696,610
Total liabilities		2,019,597			1,983,968
Commitments and contingencies (Note 4)		—
Shareholders’ equity:
Preferred stock, no par value: 10,000,000 shares authorized; none issued and outstanding		—			—
Common stock and additional paid-in capital, no par value: 100,000,000 shares authorized; 11,879,645 issued and outstanding at March 31, 2025 and 11,858,627 at March 31, 2024		24,416,347			24,371,795
Accumulated (deficit)		(22,765,245	)		(22,545,047	)
Total shareholders’ equity		1,651,102			1,826,748
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,670,699		$	3,810,716

oThe ~~Agreed~~accompanying anotes ~~selection of raw materials~~ to ~~the~~financial ~~source~~statements are ~~documents,~~an ~~invoices,~~integral ~~and~~part ~~any~~of ~~other~~these ~~items relevant to price verification~~statements.

~~o Tested managements identification and application of the overhead calculation and labor cost~~23

~~July 12,~~ Encision ~~2024~~Inc.

~~Green Growth~~Statements ~~CPAs~~of Operations

We have served as the Company’s auditor since 2024.


Years Ended	March 31, 2025			March 31, 2024
NET REVENUE:
Product	$	6,217,687		$	6,431,969
Service		337,628			153,913
Total revenue		6,555,315			6,585,882

COST OF REVENUE:
Product		2,873,588			3,370,855
Service		170,441			79,065
Total cost of revenue		3,044,029			3,449,920
GROSS PROFIT		3,511,286			3,135,962
OPERATING EXPENSES:
Sales and marketing		1,689,503			1,634,124
General and administrative		1,400,611			1,520,727
Research and development		593,152			621,894
Total operating expenses		3,683,266			3,776,745
OPERATING (LOSS)		(171,980	)		(640,783	)
OTHER (EXPENSE):
Interest expense, net		(43,723	)		(62,373	)
Other income, (expense) net		(4,495	)		11,373
Interest expense and other income, expense, net		(48,218	)		(51,000	)
(LOSS) BEFORE PROVISION FOR INCOME TAXES		(220,198	)		(691,783	)
Provision for income taxes		—			—
NET (LOSS)	$	(220,198	)	$	(691,783	)
Net (loss) per share—basic and diluted	$	(0.02	)	$	(0.06	)
Weighted average shares—basic and diluted		11,879,645			11,770,391

~~Los~~The accompanying notes to financial statements ~~Angeles,~~are ~~California~~an integral part of these statements.

~~PCAOB ID Number 6580~~24

20Encision Inc.

~~Encision Inc.~~Statements of Shareholders’ Equity

Balance Sheets


	Shares of Common Stock		Common Stock and Additional Paid-in Capital			Accumulated Deficit			Total Shareholders’ Equity
Balances at March 31 2023		11,769,543	$	24,348,075		$	(21,853,264	)	$	2,494,811
Net loss		—		—			(691,783	)		(691,783	)
Compensation expense related to stock based compensation		—		53,552			—			53,552
Options exercised		89,084		(29,832	)		—			(29,832	)
Balances at March 31 2024		11,858,627	$	24,371,795		$	(22,545,047	)	$	1,826,748
Net loss		—		—			(220,198	)		(220,198	)
Compensation expense related to stock based compensation		—		46,001			—			46,001
Options exercised		21,018		(1,449	)		—			(1,449	)
Balances at March 31 2025		11,879,645	$	24,416,347		$	(22,765,245	)	$	1,651,102

	March 31, 2024			March 31, 2023
ASSETS
Current assets:
Cash	$	42,509		$	188,966
Accounts receivable		891,129			920,721
Inventories		1,402,338			1,899,202
Prepaid expenses and other assets		90,298			115,714
Total current assets		2,426,274			3,124,603
Equipment:
Furniture, fixtures and equipment		2,627,726			2,615,676
Accumulated depreciation		(2,373,722	)		(2,312,400	)
Equipment, net		254,004			303,276
Right of use asset, net		900,787			496,004
Patents, net		164,010			163,133
Other assets		65,641			46,953
TOTAL ASSETS	$	3,810,716		$	4,133,969
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	346,049		$	252,957
Line of credit		156,685			177,402
Secured notes		42,194			44,491
Accrued compensation		184,913			217,724
Other accrued liabilities		119,804			84,578
Accrued lease liability		370,377			353,674
Total current liabilities		1,220,022			1,130,826
Long-term liability:
Secured notes		67,336			268,512
Accrued lease liability		696,610			239,820
Total liabilities		1,983,968			1,639,158
Commitments and contingencies (Note 4)
Shareholders’ equity:
Preferred stock, no par value: 10,000,000 shares authorized; none issued and outstanding		—			—
Common stock and additional paid-in capital, no par value: 100,000,000 shares authorized; 11,858,627 issued and outstanding at March 31, 2024 and 11,769,543 at March 31, 2023		24,371,795			24,348,075
Accumulated (deficit)		(22,545,047	)		(21,853,264	)
Total shareholders’ equity		1,826,748			2,494,811
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,810,716		$	4,133,969

The accompanying notes to financial statements are an integral part of these statements.

~~The accompanying notes to financial statements are an integral part of these statements.~~25

21Encision Inc.

~~Encision Inc.~~Statements of Cash Flows

Statements of Operations


Years Ended	March 31, 2025			March 31, 2024
Cash flows provided by (used in) operating activities:
Net (loss)		(220,198	)	$	(691,783	)
Adjustments to reconcile net (loss) income to net cash (used in) operating activities:
Depreciation and amortization		81,393			85,218
Stock-based compensation expense related to stock options		46,001			53,552
Provision for inventory obsolescence		4,920			12,000
Change in operating assets and liabilities:
Right of use asset, net		(37,985	)		68,710
Accounts receivable		104,658			29,592
Inventories		(85,764	)		484,866
Prepaid expenses and other assets		(2,632	)		6,728
Accounts payable		18,252			93,092
Accrued compensation and other accrued liabilities		36,407			2,414
Net cash provided by (used in) operating activities		(54,948	)		144,389
Cash flows (used in) investing activities:
Acquisition of property and equipment		(54,415	)		(12,050	)
Patent costs		(25,610	)		(24,773	)
Net cash (used in) investing activities		(80,025	)		(36,823	)
Cash flows provided by (used in) financing activities:
Borrowings from (paydown of) credit facility, net change		395,964			(177,402	)
Borrowings from (paydown of) secured notes		(44,618	)		(46,788	)
Net proceeds (payments) from exercise of stock options		(1,449	)		(29,833	)
Net cash provided by (used in) financing activities		349,897			(254,023	)
Net (decrease) in cash		214,924			(146,457	)
Cash, beginning of fiscal year		42,509			188,966
Cash, end of fiscal year	$	257,433		$	42,509

Supplemental disclosure of non-cash investing activity information:
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	43,723		$	62,373

Years Ended	March 31, 2024			March 31, 2023
NET REVENUE:
Product	$	6,431,969		$	6,885,158
Service		153,913			463,356
Total revenue		6,585,882			7,348,514
COST OF REVENUE:
Product		3,370,855			3,313,620
Service		79,065			2,361
Total cost of revenue		3,449,920			3,315,981
GROSS PROFIT		3,135,962			4,032,533
OPERATING EXPENSES:
Sales and marketing		1,634,124			2,032,415
General and administrative		1,520,727			1,486,796
Research and development		621,894			816,119
Total operating expenses		3,776,745			4,335,330
OPERATING (LOSS)		(640,783	)		(302,797	)
OTHER (EXPENSE):
Interest expense, net		(62,373	)		(19,529	)
Other income, (expense) net		11,373			(1,619	)
Interest expense and other income, expense, net		(51,000	)		(21,148	)
(LOSS) BEFORE PROVISION FOR INCOME TAXES		(691,783	)		(323,945	)
Provision for income taxes		—			—
NET (LOSS)	$	(691,783	)	$	(323,945	)
Net (loss) per share—basic and diluted	$	(0.06	)	$	(0.03	)
Weighted average shares—basic and diluted		11,770,391			11,762,995

The accompanying notes to financial statements are an integral part of these statements.

~~The accompanying notes to financial statements are an integral part of these statements.~~26

22NOTES TO FINANCIAL STATEMENTS

~~Encision Inc~~1. Description of Business and Basis of Presentation

~~Statements~~Encision Inc. is a medical device company that ofdesigns, ~~Shareholders’~~develops, ~~Equity~~manufactures and markets patented surgical instruments that provide greater safety to patients undergoing minimally-invasive surgery. We believe that our patented AEM® surgical instrument technology is changing the marketplace for electrosurgical devices and instruments by providing a solution to a well-documented risk in laparoscopic surgery. Our sales to date have been made primarily in the United States. Sales included $424,732 from Australia and $62,140 from New Zealand.

	Shares of Common Stock		Common Stock and Additional Paid-in Capital			Accumulated Deficit			Total Shareholders’ Equity
BALANCES AT MARCH 31, 2022		11,719,543	$	24,275,183		$	(21,529,319	)	$	2,745,864
Net loss		—		—			(323,945	)		(323,945	)
Compensation expense related to stock based compensation		—		51,892			—			51,892
Options exercised		50,000		21,000			—			21,000
BALANCES AT MARCH 31, 2023		11,769,543	$	24,348,075		$	(21,853,264	)	$	2,494,811
Net loss		—		—			(691,783	)		(691,783	)
Compensation expense related to stock based compensation		—		53,552			—			53,552
Options exercised		89,084		(29,832	)		—			(29,832	)
BALANCES AT MARCH 31, 2024		11,858,627	$	24,371,795		$	(22,545,047	)	$	1,826,748

We have an accumulated deficit of $22,765,245 at March 31, 2025. Operating funds have been provided primarily by issuances of our common stock and warrants, the exercise of stock options to purchase our common stock, loans, and by operating profits. Our liquidity has diminished because of prior years’ operating losses, and we may be required to seek additional capital in the future.

~~The accompanying~~Our ~~notes~~strategic tomarketing ~~financial~~and ~~statements~~sales ~~are~~plan anis ~~integral~~designed to ~~part~~expand the use of ~~these~~our ~~statements~~products in surgically active hospitals in the United States.

23In February 2024, we signed a Proof-of-Concept Services Agreement with Vicarious Surgical Inc. (“Vicarious”). The Vicarious robot design intends to maximize visualization, precision, and control of instruments in robotic-assisted minimally invasive surgery.

~~Encision~~We had net loss available to shareholders of $220,198 ~~Inc~~and $691,783 for the fiscal years ended March 31, 2025 and 2024, respectively. At March 31, 2025, we had $257,433 in cash available to fund future operations. We increased our pricing on products to mitigate our higher material costs. We have a line of credit for up to $1 million, restricted by eligible receivables. Management concludes that it is probable that our cash resources and line of credit will be sufficient to meet our cash requirements for twelve months from the issuance of the financial statements.

~~Statements~~The accompanying consolidated financial statements ofhave ~~Cash~~been ~~Flows~~prepared assuming that we will continue as a going concern.

Years Ended	March 31, 2024			March 31, 2023
Cash flows provided by (used in) operating activities:
Net (loss)	$	(691,783	)	$	(323,945	)
Adjustments to reconcile net (loss) income to net cash (used in) operating activities:
Depreciation and amortization		85,218			86,906
Stock-based compensation expense related to stock options		53,552			51,892
Provision for inventory obsolescence		12,000			15,000
Change in operating assets and liabilities:
Right of use asset, net		68,710			(42,912	)
Accounts receivable		29,592			26,902
Inventories		484,866			(329,881	)
Prepaid expenses and other assets		6,728			(8,294	)
Accounts payable		93,092			(323,423	)
Accrued compensation and other accrued liabilities		2,414			(13,730	)
Net cash provided by (used in) operating activities		144,389			(861,485	)
Cash flows (used in) investing activities:
Acquisition of property and equipment		(12,050	)		(173,269	)
Patent costs		(24,773	)		(10,030	)
Net cash (used in) investing activities		(36,823	)		(183,299	)
Cash flows provided by (used in) financing activities:
Borrowings from (paydown of) credit facility, net change		(20,717	)		239,752
Borrowings from (paydown of) secured notes		(203,473	)		23,353
Net proceeds (payments) from exercise of stock options		(29,833	)		21,000
Net cash provided by (used in) financing activities		(254,023	)		284,105
Net (decrease) in cash		(146,457	)		(760,679	)
Cash, beginning of fiscal year		188,966			949,645
Cash, end of fiscal year	$	42,509		$	188,966
Supplemental disclosure of non-cash investing activity information:
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	62,373		$	19,529

Certain prior year balances have been reclassified to conform with the current year presentation. In presenting the Company’s consolidated balance sheet at March 31, 2024, the Company presented $156,685 EIDL note payable as a line of credit. In presenting the Company’s consolidated balance sheet at March 31, 2025, the Company has reclassified the balance of $5,000 as part of Secured notes ,a current liability, and the balance of $151,685 is presented as a part of Long-term liability in the accompanying March 31, 2025 financial statements.

~~The~~2. Summary ~~accompanying notes to financial statements are an integral part~~ of ~~these~~Significant ~~statements.~~Accounting Policies

24Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expense during the reporting period. Actual results could differ from those estimates.

~~ENCISION~~Cash ~~INC~~and Cash Equivalents For purposes of reporting cash flows, we consider all cash and highly liquid investments with an original maturity of three months or less to be cash equivalents.

~~NOTES~~Fair Value of Financial Instruments. Our TOfinancial ~~FINANCIAL~~instruments ~~STATEMENTS~~consist of cash, cash equivalents, short-term trade receivables, payables, line of credit, Economic Injury Disaster Loan (“EIDL”) loan and secured notes. The carrying values of cash, cash equivalents, trade receivables, payables, line of credit approximate their fair value due to their short maturities. The fair values of the EIDL Loan approximates the carrying value based on estimated discounted future cash flows using the current rates at which similar loans would be made, which is considered a Level 2 as described below.

~~1. Description~~The accounting guidance defines fair value, establishes ofa ~~Business~~consistent framework for measuring fair value and ~~Basis~~expands ofdisclosure ~~Presentation~~for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three- tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Encision Inc. is a medical device company that designs, develops, manufactures and markets patented surgical instruments that provide greater safety to patients undergoing minimally-invasive surgery. We believe that our patented AEM® surgical instrument technology is changing the marketplace for electrosurgical devices and instruments by providing a solution to a well-documented risk in laparoscopic surgery. Our sales to date have been made primarily in the United States. Sales included $311,104 from Australia and $48,861 from New Zealand.27

~~We have~~Level an1: ~~accumulated~~Observable ~~deficit~~inputs ofsuch ~~$22,545,047 at March 31, 2024. Operating funds have been provided primarily by issuances of our common~~as ~~stock~~quoted ~~and~~prices warrants, the exercise of stock options to purchase our common stock, loans, and by operating profits. Our liquidity has diminished because of prior years’ operating losses, and we may be required to seek additional capital in ~~the~~active ~~future.~~markets;

~~Our strategic~~Level ~~marketing~~2: ~~and~~Inputs, ~~sales~~other ~~plan~~than ~~is designed to expand~~ the ~~use~~quoted prices ofin ~~our~~active ~~products~~markets, inthat ~~surgically~~are ~~active~~observable ~~hospitals~~either indirectly ~~the~~or ~~United~~indirectly; ~~States.~~and

~~In February~~Level ~~2024,~~3: weUnobservable ~~signed~~inputs ain ~~Proof-of-Concept~~which there ~~Services~~is ~~Agreement~~little ~~with~~or ~~Vicarious~~no ~~Surgical~~market ~~Inc. (“Vicarious”). The Vicarious robot design intends to maximize visualization~~data, ~~precision,~~which ~~and~~require ~~control~~the ofreporting ~~instruments~~entity into ~~robotic-assisted~~develop ~~minimally~~its ~~invasive~~own ~~surgery~~assumptions.

~~We had~~Assets ~~(net loss) available to shareholders of $(691,783)~~ and ~~$(323,945)~~liabilities ~~for~~are ~~the~~classified ~~fiscal~~based ~~years ended March 31, 2024 and 2023, respectively. At March 31, 2024, we had $42,509 in cash available to fund future operations. We increased our pricing~~ on ~~products to mitigate somewhat~~ ~~our~~the ~~higher~~lowest ~~material~~level ~~costs. We have a line~~ of ~~credit~~input ~~for up to $1 million, restricted by eligible receivables. Management concludes~~ that it is ~~probable~~significant ~~that our cash resources and line of credit will be sufficient~~ to ~~meet our cash requirements for twelve months from~~ the ~~issuance~~ offair ~~the~~value ~~financial statements~~measurements.

~~The~~Concentration of Credit Risk. Financial ~~accompanying~~instruments, ~~consolidated~~which potentially subject us to concentrations of credit risk, consist of cash and cash equivalents, and accounts receivable. The carrying value of all financial ~~statements~~instruments ~~have~~approximates ~~been~~fair ~~prepared~~value. ~~assuming~~The ~~that~~amount of cash on deposit with financial institutions occasionally exceeds the $250,000 federally insured limit at March 31, 2025. However, we ~~will~~believe ~~continue~~that ascash aon ~~going~~deposit ~~concern~~that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal.

~~2. Summary~~We have no off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. We maintain the majority of ~~Significant~~our cash ~~Accounting~~balances ~~Policies~~with one financial institution in the form of demand deposits.

~~Use of~~Accounts ~~Estimates~~receivable inare ~~the~~typically ~~Preparation~~unsecured ofand ~~Financial~~are derived ~~Statements.~~from ~~The~~transactions ~~preparation~~with ofand ~~financial~~from ~~statements~~entities in ~~conformity~~the ~~with~~healthcare ~~accounting~~industry ~~principles generally~~primarily ~~accepted~~located in the United States. ~~(“GAAP”)~~Accordingly, ~~requires~~we ~~management~~may be exposed to ~~make~~credit ~~estimates~~risk ~~and~~generally ~~assumptions~~associated with the healthcare industry. ~~Such~~We ~~estimates~~maintain ~~and~~allowances for doubtful accounts for estimated ~~assumptions~~losses ~~affect~~resulting from the ~~reported~~inability ~~amounts~~ of ~~assets~~our ~~and~~customers ~~liabilities~~to asmake ~~well~~required aspayments. ~~disclosure~~We ofcharge ~~contingent~~interest on ~~assets~~past ~~and~~due ~~liabilities~~accounts aton ~~the~~a ~~date of~~case-by-case ~~the~~basis. ~~financial~~The ~~statements~~accounts ~~and~~receivable ~~the~~balance ~~reported~~at ~~amounts~~March 31, 2025 of ~~sales~~$786,471 ~~and~~included ~~expense~~no ~~during~~more ~~the~~than ~~reporting~~9% ~~period~~from any one customer. ~~Actual~~The ~~results~~accounts ~~could~~receivable ~~differ~~balance ~~from~~at March 31, 2024 of ~~those~~$891,129 ~~estimates~~included no more than 11% from any one customer.

~~Cash~~Warranty Accrual. We provide for the estimated cost of product warranties at the time sales are recognized. While we engage in extensive product quality programs and ~~Cash~~processes, ~~Equivalents~~including ~~For~~actively ~~purposes~~monitoring and evaluating the quality of ~~reporting~~our ~~cash~~component ~~flows~~suppliers, weour ~~consider~~warranty ~~all~~obligation ~~cash~~is based upon historical experience and ~~highly~~is ~~liquid~~also ~~investments~~affected ~~with~~by anproduct ~~original~~failure ~~maturity~~rates and material usage incurred in ofcorrecting ~~three~~a ~~months~~product failure. Should actual product failure rates or ~~less~~material usage costs differ from our estimates, revisions to the estimated warranty liability would be ~~cash~~required. ~~equivalents~~There was no warranty accrual at March 31, 2025.

~~Fair~~Inventories. Inventories ~~Value~~are ofstated ~~Financial~~at ~~Instruments.~~the ~~Our~~lower ~~financial instruments consist~~ of ~~cash,~~cost ~~cash equivalents~~(first-in, ~~short~~first-~~term~~out ~~trade~~basis) ~~receivables,~~or ~~payables, line~~net ofrealizable ~~credit,~~value. ~~PPP~~We ~~loan,~~reduce ~~Economic~~inventory ~~Injury~~for ~~Disaster~~estimated ~~Loan~~obsolete ~~(“EIDL”)~~or ~~loan~~unmarketable inventory ~~and~~equal ~~secured~~to ~~notes.~~the ~~The~~difference ~~carrying~~between ~~values~~the ofcost ~~cash, cash equivalents, trade receivables, payables, line~~ of ~~credit~~inventory ~~approximate~~and ~~their~~the ~~fair~~net realizable value ~~due~~based toupon ~~their~~assumptions ~~short~~about ~~maturities.~~future ~~The fair values~~demand ofand ~~the~~market ~~EIDL~~conditions. ~~Loan~~If ~~approximates~~actual ~~the~~market ~~carrying~~conditions ~~value~~are ~~based~~less onfavorable ~~estimated~~than ~~discounted~~those ~~future~~projected ~~cash~~by ~~flows~~management, ~~using~~additional ~~the~~inventory ~~current rates at which similar~~write-downs ~~loans~~may ~~would~~ be ~~made~~required.

~~Concentration of~~At ~~Credit~~March ~~Risk. Financial instruments~~31, ~~which~~2025 ~~potentially subject us to concentrations of credit risk, consist of cash~~ and cash equivalents, and accounts receivable. The carrying value of all financial instruments approximates fair value. The amount of cash on deposit with financial institutions occasionally exceeds the $250,000 federally insured limit at March 31, 2024~~. However~~, weinventory ~~believe that cash on~~consisted ~~deposit~~of ~~that exceeds $250,000 in~~ the ~~financial institutions is financially sound and the risk of loss is minimal.~~following:

We have no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. We maintain the majority of our cash balances with one financial institution in the form of demand deposits.

Schedule of inventory
	March 31, 2025		March 31, 2024
Raw materials	$	1,093,530	$	1,044,161
Finished goods		389,652		358,177

Total net inventories	$	1,483,182	$	1,402,338

~~Accounts receivable~~For ~~are~~the ~~typically~~fiscal ~~unsecured~~year ~~and~~2025, ~~are~~Encision ~~derived~~added ~~from~~$82,606 in ~~transactions~~additional ~~with~~inventory reserve and ~~from~~wrote ~~entities~~off $77,687 in ~~the~~inventory. ~~healthcare~~In ~~industry primarily located in~~ the ~~United~~fiscal ~~States.~~year ~~Accordingly~~2024, weEncision ~~may~~added be$153,511 ~~exposed~~in toadditional ~~credit~~inventory reserve ~~risk~~and ~~generally~~wrote ~~associated~~off ~~with~~$141,511 ~~the~~in ~~healthcare industry~~inventory. WeTotal ~~maintain~~Raw ~~allowances for~~Materials ~~doubtful~~reserve ~~accounts~~ for ~~estimated~~fiscal ~~losses~~year ~~resulting~~2025 ~~from~~is ~~the~~$47,973, ~~inability~~and of$47,948 ~~our~~for ~~customers~~fiscal toyear ~~make~~2024. Finished ~~required~~goods ~~payments.~~reserve Wefor ~~charge~~fiscal ~~interest~~year on2025 ~~past~~is ~~due~~$19,947 ~~accounts~~and on$9,052 ain ~~case-by-case~~fiscal ~~basis~~year 2024.

The accounts receivable balance at March 31, 2024 of $891,129 included no more than 11% from any one customer. The accounts receivable balance at March 31, 2023 of $920,721 included no more than 8% from any one customer.28

25Right of Use Assets and Lease Liabilities. We determine if an arrangement includes a lease at the inception of the agreement and the right-of-use asset and lease liability is determined at the lease commencement date and is based on the present value of estimated lease payments. Our lease agreements contain both fixed and variable lease payments, none of which are based on a rate or an index. Fixed lease payments are included in the determination of the right-of-use asset and lease liability. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined utilizing our incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is estimated utilizing similar or collateralized borrowing instruments adjusted for the terms of leasing arrangement as necessary. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The lease agreement is for our building. The original lease is from June 3, 2004 and was amended in August 2023 to extend the term until October 31, 2026. The balances as of March 31, 2025 and 2024, for the Right of Use Asset were $568,395 and $900,787, respectively. The balances as of March 2025 and 2024 for Lease Liabilities were $696,610 and $1,066,987, respectively.

~~Warranty Accrual~~Property and Equipment. WeProperty ~~provide~~and ~~for~~equipment are ~~the~~stated ~~estimated~~at cost, ofwith ~~product~~depreciation ~~warranties~~computed atover the ~~time~~estimated ~~sales~~useful ~~are~~lives ~~recognized~~of the assets, generally three to seven years. ~~While~~ weWe ~~engage~~use inthe straight-line ~~extensive~~method ~~product~~of ~~quality~~depreciation ~~programs~~for property and ~~processes,~~equipment. ~~including~~Leasehold ~~actively~~improvements ~~monitoring~~are ~~and~~depreciated ~~evaluating~~over the ~~quality~~shorter of ~~our~~the remaining ~~component~~lease ~~suppliers,~~term ~~our~~or ~~warranty~~the ~~obligation~~estimated isuseful ~~based~~life ~~upon~~of ~~historical~~the ~~experience~~asset. Maintenance and isrepairs ~~also~~are ~~affected~~expensed byas ~~product~~incurred ~~failure~~and ~~rates~~major ~~and~~additions, ~~material~~replacements ~~usage~~and ~~incurred~~improvements inare ~~correcting~~capitalized. aDepreciation ~~product~~expense ~~failure.~~for ~~Should~~the ~~actual~~years ~~product~~ended ~~failure~~March ~~rates~~31, or2025 ~~material usage~~and ~~costs~~2024 ~~differ~~was ~~from~~$63,663 ~~our~~and ~~estimates~~$61,322, ~~revisions~~respectively. Property toand equipment additions for the ~~estimated~~years ~~warranty~~ended ~~liability~~March ~~would~~31, be2025 ~~required.~~and ~~There~~2024 ~~was~~were no$54,415 ~~warranty~~and ~~accrual~~$12,050, respectively. Property and equipment atis ~~March~~comprised ~~31,~~principally ~~2024~~of equipment and is depreciated over seven years.

~~Inventories~~Long-Lived Assets. ~~Inventories~~ Long-lived assets are reviewed ~~stated~~for atimpairment ~~the~~whenever ~~lower~~events ofor ~~cost (first-~~changes in, ~~first-out~~circumstances ~~basis)~~indicate orthat ~~net~~the ~~realizable~~carrying ~~value~~amount of an asset may not be recoverable. A Welong-lived ~~reduce~~asset ~~inventory~~is ~~for~~considered ~~estimated~~impaired ~~obsolete~~when orestimated ~~unmarketable~~future ~~inventory~~cash ~~equal~~flows related to the asset, undiscounted and without interest, are ~~difference~~insufficient ~~between~~to recover the ~~cost~~carrying amount of ~~inventory~~the ~~and~~asset. ~~the~~If ~~net~~deemed ~~realizable~~impaired, ~~value~~the ~~based~~long-lived ~~upon~~asset ~~assumptions~~is ~~about~~reduced ~~future~~to ~~demand~~its ~~and~~estimated ~~market~~fair ~~conditions~~value. IfLong-lived ~~actual~~assets ~~market~~to ~~conditions~~be disposed of are ~~less~~reported ~~favorable~~at ~~than~~the ~~those~~lower ~~projected~~of bytheir ~~management,~~carrying ~~additional~~amount ~~inventory~~or ~~write-downs~~estimated ~~may~~fair bevalue ~~required~~less cost to sell.

~~At March~~Patents. ~~31,~~The ~~2024~~costs of applying for patents are capitalized and ~~2023,~~amortized ~~inventory~~on ~~consisted~~a straight-line basis over the lesser of the ~~following~~patent’s economic or legal life (20 years from the date of application in the United States). Capitalized costs are expensed if patents are not issued. We review the carrying value of our patents periodically to determine whether the patents have continuing value and such reviews could result in the conclusion that the recorded amounts have been impaired. A summary of our patents at March 31, 2025 and 2024 is as follows:

Schedule of inventory
Summary of patents
	March 31, 2024			March 31, 2023
	March 31, 2025			March 31, 2024
Raw materials	$	1,044,161		$	1,424,366
Patents issued		483,810			436,831
Finished goods		358,177			474,836
Accumulated amortization		(346,290	)		(315,530	)
Total net inventories	$	1,402,338		$	1,899,202
Patents issued, net of accumulated amortization		137,520			121,301
Patent applications		36,528			57,897
Accumulated amortization		(2,158	)		(15,188	)
Patent applications, net of accumulated amortization		34,370			42,709
Total net patents and patent applications	$	171,890		$	164,010

~~For the~~The ~~fiscal~~expected ~~year~~annual ~~2024,~~amortization ~~Encision~~expense ~~added~~related to ~~$153,511~~patents ~~in additional inventory reserve~~ and ~~wrote~~patent ~~off~~applications ~~$141,511~~as inof ~~inventory.~~March ~~In fiscal year 2023~~31, ~~Encision~~ ~~added $49~~2025,~~917~~ infor ~~inventory reserve and wrote off $34,917 in previously reserved inventory. No inventory reserve was reduced from~~ the ~~prior~~next ~~year.~~five ~~Total Raw Materials reserve for~~ fiscal ~~year 2024 is $53~~years,~~948~~ ~~and $32,107 for fiscal year 2023. Finished goods reserve for fiscal year 2024~~ is ~~$9,052~~as ~~and $18,893 in fiscal year 2023.~~follows:

Right of Use Assets and Lease Liabilities. We determine if an arrangement includes a lease at the inception of the agreement and the right-of-use asset and lease liability is determined at the lease commencement date and is based on the present value of estimated lease payments. Our lease agreements contain both fixed and variable lease payments, none of which are based on a rate or an index. Fixed lease payments are included in the determination of the right-of-use asset and lease liability. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined utilizing our incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is estimated utilizing similar or collateralized borrowing instruments adjusted for the terms of leasing arrangement as necessary. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The lease agreement is for our building. The original lease is from June 3, 2004 and was amended in August 2023 to extend the term until October 31, 2026. The balances as of March 2024 and 2023, for the Right of Use Asset were $900,787 and $496,004, respectively. The balances as of March 2024 and 2023 for Lease Liabilities were $1,066,987 and $593,494, respectively.


Fiscal Year		Amount
	2025	$	21,378
	2026		20,472
	2027		19,605
	2028		17,157
	Thereafter		93,278
	Total	$	171,890

Property and Equipment. Property and equipment are stated at cost, with depreciation computed over the estimated useful lives of the assets, generally three 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. Depreciation expense for the years ended March 31, 2024 and 2023 was $61,322 and $59,290, respectively. Property and equipment additions for the years ended March 31, 2024 and 2023 were $12,050 and $173,269, respectively. Property and equipment is comprised principally of equipment and is depreciated over seven years.29

~~Long-Lived Assets.~~Other ~~Long-lived~~Accrued ~~assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable~~Liabilities. AAt ~~long-lived~~March ~~asset is considered impaired when estimated future cash flows related to the asset~~31, ~~undiscounted~~2025 and ~~without interest~~2024, ~~are~~other ~~insufficient~~accrued toliabilities ~~recover~~consisted ~~the carrying amount~~ of the asset. If deemed impaired, the long-lived asset is reduced to its estimated fair value. Long-lived assets to be disposed of are reported at the lower of their carrying amount or estimated fair value less cost to sell.following:

Patents. The costs of applying for patents are capitalized and amortized on a straight-line basis over the lesser of the patent’s economic or legal life (20 years from the date of application in the United States). Capitalized costs are expensed if patents are not issued. We review the carrying value of our patents periodically to determine whether the patents have continuing value and such reviews could result in the conclusion that the recorded amounts have been impaired. A summary of our patents at March 31, 2024 and 2023 is as follows:

Schedule of other accrued liabilities
	March 31, 2025		March 31, 2024
Sales commissions	$	34,122	$	9,794
Sales and use tax		8,366		13,006
Marketing fees		9,646		10,631
Payroll taxes, payroll		23,829		45,172
Property Taxes		13,890		2,007
Insurance		41,737		39,194
Customer Deposit		27,370		—
Miscellaneous		1,314		—
Total other accrued liabilities	$	160,274	$	119,804

Summary of patents
	March 31, 2024			March 31, 2023
Patents issued		436,831		$	432,345
Write off of obsolete patents		—			(2,500	)
Accumulated amortization		(315,530	)		(292,066	)
Patents issued, net of accumulated amortization		121,301			137,779
Patent applications		57,897			37,733
Accumulated amortization		(15,188	)		(12,380	)
Patent applications, net of accumulated amortization		42,709			25,353
Total net patents and patent applications	$	164,010		$	163,132

Income Taxes. We account for income taxes under the provisions of ASC Topic 740, “Accounting for Income Taxes” (“ASC 740”). ASC 740 requires recognition of 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. ASC 740 also requires recognition of deferred tax assets for the expected future tax effects of all deductible temporary differences, loss carryforwards and tax credit carryforwards. 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 achieve sufficient, sustained income in the future, we may conclude that some or all of the valuation allowance should be reversed (Note 5).

26ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

~~The~~There are open statutes of limitations for taxing ~~expected~~authorities ~~annual~~in ~~amortization~~federal ~~expense~~and ~~related~~state jurisdictions to ~~patents~~audit ~~and~~the ~~patent~~Company’s ~~applications~~tax asreturns offrom fiscal year ended March 31, ~~2024,~~2003 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the ~~next~~statements ~~five~~of operations. ~~fiscal~~There ~~years,~~have been no income tax related interest or penalties assessed or recorded. The Company has provided a full valuation isallowance ason ~~follows:~~all of its deferred tax assets.

	Schedule of expected annual amortization expense
Fiscal Year		Amount
	2025	$	20,104
	2026		19,150
	2027		18,332
	2028		17,841
	Thereafter		88,583
	Total	$	164,010

Revenue Recognition. 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. As presented on the Statement of Operations our revenue is disaggregated between product revenue and service revenue. As it relates specifically to product revenue, we do not believe further disaggregation is necessary as substantially all our product 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.

~~Other~~We determine revenue recognition through the ~~Accrued~~following ~~Liabilities.~~steps: At(1) ~~March~~identification ~~31,~~of ~~2024~~the ~~and~~contract ~~2023,~~with ~~other~~a ~~accrued~~customer; ~~liabilities~~(2) ~~consisted~~identification of the ~~following:~~performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation

Schedule of other accrued liabilities
	March 31, 2024		March 31, 2023
Sales commissions	$	9,794	$	34,668
Sales and use tax		13,006		12,769
Marketing fees		21,217		13,788
Payroll taxes, payroll		45,172		16,883
Miscellaneous		30,615		6,470
Total other accrued liabilities	$	119,804	$	84,578

Topic 606 requires the disaggregation of revenue into broad categories, which we have defined as shown below.

Schedule of disaggregation revenue
	March 31, 2025		March 31, 2024
Product revenue	$	6,217,687	$	6,431,969
Service revenue		337,628		153,913
Total revenues	$	6,555,315	$	6,585,882

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.30

~~There are~~Sales ~~open~~Taxes. ~~statutes~~We ofcollect ~~limitations~~sales ~~for taxing authorities in federal and state jurisdictions to audit the Company’s~~ tax ~~returns~~ from ~~fiscal~~customers ~~year~~and ~~ended~~remit ~~March 31, 2003 through~~ the ~~current~~entire ~~period.~~amount ~~Our policy is~~ to ~~account~~each ~~for~~respective ~~income tax related interest and penalties in income tax expense in the statements of operations~~state. ~~There~~We ~~have~~recognize ~~been~~revenue nofrom ~~income~~product ~~tax~~sales ~~related~~net ~~interest or penalties assessed or recorded. The Company has provided a full valuation allowance on all~~ of ~~its~~sales ~~deferred tax assets~~taxes.

~~Revenue Recognition.~~Research 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~~Development ~~to support recognition and disclosure~~Expenses. ~~Our~~ ~~shipping policy is FOB Shipping Point.~~ We ~~recognize revenue from sales to stocking distributors when there is no right of return,~~ ~~other~~expense ~~than~~research ~~for~~and ~~normal~~development ~~warranty~~costs ~~claims. We have no ongoing obligations related to product sales, except~~ for normal warranty obligations. As presented on the Statement of Operations our revenue is disaggregated between product revenue and service revenue. As it relates specifically to product revenue, we do not believe further disaggregation is necessary as substantially all our product revenue comes from multiple products ~~within a line of medical devices. Our engineering service contracts are billed on a time~~ and ~~materials~~processes ~~basis and revenue is recognized over time~~ as ~~the services are performed~~incurred.

~~We determine~~Advertising ~~revenue~~Costs. ~~recognition~~We ~~through~~expense ~~the following steps: (1) identification of the contract with a customer; (2) identification of~~advertising ~~the~~costs ~~performance~~as ~~obligations~~incurred. inAdvertising ~~the~~expense ~~contract;~~for ~~(3) determination of~~ the ~~transaction~~years ~~price;~~ended ~~(4)~~March ~~allocation~~31, of2025 the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and ~~(5)~~2024 ~~recognition~~was ~~of revenue when, or as, we satisfy a performance obligation~~minimal.

27Stock-Based Compensation. Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations.

~~Topic 606~~ASC 718 requires companies to estimate the ~~disaggregation~~fair value of ~~revenue~~share-based ~~into~~payment ~~broad~~awards ~~categories,~~on ~~which~~the wedate ~~have~~of ~~defined~~grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as ~~shown~~expense ~~below~~over the requisite service periods in the accompanying statements of operations.

Schedule of disaggregation revenue
	March 31, 2024		March 31, 2023
Product revenue	$	6,431,969	$	6,885,158
Service revenue		153,913		463,356
Total revenues	$	6,585,882	$	7,348,514

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in our statements of operations for fiscal years 2024 and 2023 included compensation expense for share-based payment awards granted prior to, but not yet vested as of March 31, 2025, based on the grant date fair value. Compensation expense for all share-based payment is recognized using the straight-line, single-option method. As stock-based compensation expense recognized in the accompanying statements of operations for fiscal years 2025 and 2024 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

~~Sales~~We used the Black-Scholes option-pricing model ~~Taxes~~(“Black-Scholes model”) to determine fair value. WeOur ~~collect~~determination ~~sales~~of ~~tax~~fair ~~from~~value ~~customers~~of ~~and~~share-based ~~remit~~payment awards on the ~~entire~~date of ~~amount~~grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to ~~each~~our ~~respective~~expected ~~state~~stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. WeAlthough ~~recognize~~the ~~revenue~~fair ~~from~~value ~~product~~of employee stock options is determined in ~~sales~~accordance ~~net~~with ASC 718 using an option-pricing model, that value may not be indicative of ~~sale~~the ~~taxes~~fair value observed in a willing buyer/willing seller market transaction.

~~Research~~Stock-based compensation expense recognized under ~~and~~ASC ~~Development~~718 ~~Expenses.~~for Wefiscal ~~expense~~years ~~research~~2025 and ~~development~~2024 ~~costs~~was ~~for~~$46,001 ~~products~~and $53,552, respectively, which consisted of stock-based compensation expense related to director and ~~processes~~employee asstock ~~incurred~~options.

~~Advertising Costs.~~Stock-based Wecompensation expense ~~advertising~~related ~~costs~~to asdirector and ~~incurred.~~employee ~~Advertising~~stock ~~expense~~options ~~for~~under ~~the~~ASC ~~years~~718 ~~ended~~for ~~March~~fiscal ~~31,~~years ~~2024~~2025 and ~~2023~~2024 was ~~minimal.~~allocated as follows:

Stock-Based Compensation. Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, companies are required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations.


Years Ended	March 31, 2025		March 31, 2024
Cost of sales	$	950	$	134
Sales and marketing		5,740		7,261
General and administrative		38,564		41,180
Research and development		747		4,977
Stock-based compensation expense	$	46,001	$	53,552

~~ASC~~Segment ~~718~~Reporting. ~~requires~~Effective ~~companies~~with tothe ~~estimate~~fiscal ~~the~~year ~~fair~~ended ~~value~~March 31, 2025, ofthe ~~share-based~~Company ~~payment~~adopted ~~awards~~Financial onAccounting Standards ~~the~~Board ~~date~~(“FASB”) ofAccounting ~~grant~~Standards ~~using~~Update an(“ASU”) ~~option~~2023-~~pricing~~07, Segment ~~model.~~Reporting ~~The~~(Topic 280): ~~value~~Improvements to Reportable Segment Disclosures. Adoption of the ~~portion~~amended ofguidance did not change the ~~award~~Company’s conclusion that isit operates ~~ultimately~~two ~~expected~~reportable tosegment, ~~vest~~nor isdid ~~recognized~~it asaffect the Company’s consolidated financial position, results of operations, or cash flows. The standard, however, expands required disclosures related to significant segment expense ~~over~~categories and interim-period information. The Company has incorporated the ~~requisite~~required ~~service~~disclosures ~~periods~~for in the ~~accompanying~~year ~~statements~~ended ofMarch 31, 2025, ~~operations~~as presented below.

~~Stock-based~~Operating segments ~~compensation~~are ~~expense~~defined ~~recognized~~as ~~during~~components ~~the~~of ~~period~~an isenterprise ~~based~~about onwhich ~~the~~discrete ~~value~~financial ofinformation ~~the~~is ~~portion~~available ~~of share-based payment awards~~ that is ~~ultimately expected~~evaluated toregularly ~~vest~~by ~~during~~ the chief ~~period.~~operating ~~Stock-based~~decision ~~compensation~~maker ~~expense~~(“CODM”) ~~recognized~~ in ~~our~~deciding ~~statements~~how ofto ~~operations~~allocate ~~for~~resources ~~fiscal years 2024~~ and ~~2023~~in ~~included~~assessing ~~compensation~~operating ~~expense~~performance. ~~for~~In ~~share-based~~consideration of ~~payment~~ASC ~~awards granted prior to~~280, ~~but~~Segment ~~not yet vested as of March 31~~Reporting, ~~2024, based on~~ the ~~grant~~Company ~~date~~has ~~fair~~concluded ~~value.~~it ~~Compensation~~operates ~~expense~~two ~~for~~business ~~all share-based payment is recognized using the straight-line~~segments, ~~single-option~~product ~~method. As stock-based compensation expense recognized in the accompanying statements of operations for fiscal years 2024~~ and ~~2023 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures~~service. ~~ASC~~The ~~718~~Product ~~requires~~segment ~~forfeitures to be estimated at the~~designs, ~~time~~develops, ofmanufactures ~~grant~~ and ~~revised,~~markets ifpatented ~~necessary,~~surgical ininstruments. ~~subsequent~~The ~~periods~~Service ifsegment ~~actual~~performs ~~forfeitures~~engineering ~~differ~~activities ~~from~~for ~~those~~external ~~estimates~~entities.

We used the Black-Scholes option-pricing model (“Black-Scholes model”) to determine fair value. Our determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.31

~~Stock-based~~Additionally, our CODM (President and Chief ~~compensation~~Executive ~~expense~~Officer) ~~recognized~~uses ~~under~~consolidated ~~ASC~~net ~~718~~income ~~for~~or ~~fiscal~~loss, ~~years~~as ~~2024~~reported ~~and~~in ~~2023~~the ~~was~~Consolidated ~~$53,552~~Statement ~~and~~of ~~$51~~Operations,~~892,~~ ~~respectively~~as the profitability measure in making decisions to evaluate our performance, which ~~consisted~~is the same basis on which he communicates our results and performance to our Board of Directors. The CODM bases all significant decisions regarding the allocation of our resources on a ~~stock-based~~consolidated ~~compensation~~basis. ~~expense~~At ~~related~~March 31, to2025, ~~director~~Net ~~and~~long-lived ~~employee~~assets ~~stock~~totaled ~~options~~$416,647 in the United States.

Stock-based compensation expense related to director and employee stock options under ASC 718 for fiscal years 2024 and 2023 was allocated as follows:

Schedule of operating segments
	Year Ended March 31, 2025								Year Ended March 31, 2024
	Product			Service		Total			Product			Service		Total
Net revenue	$	6,217,687		$	337,628	$	6,555,315		$	6,431,969		$	153,913	$	6,585,882
Cost of revenue		2,873,588			170,441		3,044,029			3,370,855			79,065		3,449,920
Gross profit		3,344,099			167,187		3,511,286			3,061,114			74,848		3,135,962
Operating income (loss)		(339,167	)		167,187		(171,980	)		(715,631	)		74,848		(640,783	)
Depreciation and amortization		81,393			—		81,393			85,218			—		85,218
Capital expenditures		54,415			—		54,415			12,050			—		12,050
Equipment and patents, net	$	416,647		$	—	$	416,647		$	418,014		$	—	$	418,014

Schedule of stock-based compensation expense
Years Ended	March 31, 2024		March 31, 2023
Cost of sales	$	134	$	631
Sales and marketing		7,261		7,009
General and administrative		41,180		39,630
Research and development		4,977		4,622
Stock-based compensation expense	$	53,552	$	51,892

Basic and Diluted Income per Common Share. Net income per share is calculated in accordance with ASC Topic 260, "Earnings Per Share" ("ASC 260"). Under the provisions of ASC 260, basic net income per common share is computed by dividing net income for the period by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period if the effect of the potential common shares is dilutive. Because we had a loss in fiscal years 2025 and 2024, the shares used in the calculation of dilutive potential common shares exclude options to purchase shares.

~~Segment Reporting.~~The Wefollowing ~~have~~table ~~concluded~~presents ~~that~~the wecalculation of ~~have~~basic ~~two operating segments, product~~ and ~~service.~~diluted ~~Product~~net ~~designs,~~income ~~develops,~~(loss) ~~manufactures~~per ~~and markets patented surgical instruments. Service performs electrical engineering activities for external entities.~~share:


Years Ended	March 31, 2025			March 31, 2024
Net income (loss)	$	(220,198	)	$	(691,783	)
Weighted-average shares — basic		11,879,645			11,770,391
Effect of dilutive potential common shares		—			—
Weighted-average shares — basic and diluted		11,879,645			11,770,391
Net loss per share — basic and diluted	$	(0.02	)	$	(0.06	)
Antidilutive equity units		1,016,249			751,000

Schedule of operating segments
	Year Ended March 31, 2024								Year Ended March 31, 2023
	Product			Service		Total			Product			Service		Total
Net revenue	$	6,431,969		$	153,913	$	6,585,882		$	6,885,158		$	463,356	$	7,348,514
Cost of revenue		3,370,855			79,065		3,449,920			3,313,620			2,361		3,315,981
Gross profit		3,061,114			74,848		3,135,962			3,571,538			460,995		4,032,533
Operating income (loss)		(715,631	)		74,848		(640,783	)		(763,792	)		460,995		(302,797	)
Depreciation and amortization		85,218			—		85,218			86,906			—		86,906
Capital expenditures		12,050			—		12,050			173,269			—		173,269
Equipment and patents, net	$	418,014		$	—	$	418,014		$	466,409		$	—	$	466,409

Recently Issued Accounting Pronouncements.

~~Basic and~~In ~~Diluted~~November ~~Income~~2023, ~~per~~the ~~Common~~FASB ~~Share.~~issued ~~Net~~ASU ~~income~~2023-07, Segment ~~per~~Reporting ~~share~~(Topic is280): ~~calculated~~Improvements into ~~accordance~~Reportable ~~with~~Segment ~~ASC Topic 260~~Disclosures, ~~"Earnings~~amending ~~Per~~reportable ~~Share" ("ASC~~segment ~~260").~~disclosure ~~Under~~requirements ~~the~~to include ~~provisions~~disclosure of ~~ASC~~incremental ~~260,~~segment ~~basic~~information ~~net~~on ~~income~~an ~~per~~annual ~~common~~and ~~share~~interim isbasis. ~~computed~~Among bythe ~~dividing~~disclosure ~~net~~enhancements ~~income~~are ~~for~~new ~~the~~disclosures ~~period~~regarding bysignificant ~~the~~segment ~~weighted~~expenses ~~average~~that ~~number~~are ofregularly ~~common~~provided ~~shares~~to ~~outstanding~~the ~~for~~chief ~~the~~operating ~~period.~~decision-maker ~~Diluted~~and ~~net~~included ~~income~~within ~~per~~each ~~common~~reported measure ~~share~~of issegment ~~computed~~profit ~~by dividing~~or ~~the~~loss, ~~net~~as ~~income~~well ~~for~~as ~~the~~other ~~period~~segment byitems ~~the~~bridging ~~weighted~~segment ~~average~~revenue ~~number~~to ofeach ~~common~~reported ~~and~~measure ~~potential~~of ~~common~~segment ~~shares~~profit or ~~outstanding~~loss. ~~during~~The ~~the~~amendments ~~period if~~in ~~the~~ASU ~~effect~~2023-07 ofare ~~the~~effective ~~potential~~for ~~common~~fiscal ~~shares~~years isbeginning ~~dilutive.~~after ~~Because~~December we15, ~~had~~2023, aand ~~loss~~for ininterim periods within fiscal years ~~2024~~beginning ~~and~~after ~~2023~~December 15, ~~the~~2024, ~~shares~~and ~~used~~are inapplied ~~the calculation~~retrospectively. ofEarly ~~dilutive~~adoption ~~potential~~is ~~common~~permitted. ~~shares~~See ~~exclude~~Note ~~options~~2 for changes to our ~~purchase~~reportable ~~shares~~segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and ~~following~~are ~~table~~applied ~~presents~~prospectively. Early adoption and retrospective application of the ~~calculation~~amendments are permitted. We continue to evaluate the impact of ~~basic~~this ~~and~~update ~~diluted~~on ~~net~~our ~~income~~financial ~~(loss)~~statements, ~~per~~but ~~share:~~do not expect any changes to our current reportable segments.

Schedule of basic and diluted net income (loss) per share
Years Ended	March 31, 2024			March 31, 2023
Net income (loss)	$	(691,783	)	$	(323,945	)
Weighted-average shares — basic		11,770,391			11,762,995
Effect of dilutive potential common shares		—			—
Weighted-average shares — basic and diluted		11,770,391			11,762,995
Net loss per share — basic and diluted	$	(0.06	)	$	(0.03	)
Antidilutive equity units		751,000			1,049,000

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. We are currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.

3.The Company does not believe that issued, but ~~Shareholders~~not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s ~~Equity~~financial statements.

~~Stock Option Plans~~3. ~~We adopted our 2014 Equity Incentive Plan (the “Plan,” as summarized below) to promote our and our shareholders~~Shareholders’ ~~interests~~ by helping us to attract, retain and motivate our key employees and associates. Under the terms of the Plan, the Board of Directors may grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The purchase price of the shares subject to a stock option will be the fair market value of our common stock on the date the stock option is granted. Generally, vesting of stock options occurs such that 20% becomes exercisable on each anniversary of the date of grant for each of the five years following the grant date of such option. Generally, all stock options must be exercised within five years from the date granted. The number of common shares reserved for issuance under the Plan is 1,100,000 shares of common stock, subject to adjustment for dividend, stock split or other relevant changes in our capitalization.Equity

~~Under~~Stock Option Plans. We adopted our 2014 ~~ASC~~Equity ~~718,~~Incentive Plan (the ~~value~~“Plan,” ofas ~~each~~summarized ~~employee~~below) ~~stock~~to ~~option~~promote ~~was~~our ~~estimated~~and onour ~~the~~shareholders’ ~~date~~interests ofby ~~grant~~helping ~~using~~us to attract, retain and motivate our key employees and associates. Under the ~~Black-Scholes~~terms ~~model~~of ~~for~~the Plan, the ~~purpose~~Board of Directors may grant incentive ~~financial~~and ~~information~~non-qualified instock ~~accordance~~options, ~~with~~stock ~~ASC~~appreciation ~~718~~rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The ~~use~~purchase price of the shares subject to a ~~Black-Scholes~~stock ~~model~~option ~~requires~~will be the ~~use~~fair market value of ~~actual~~our ~~employee~~common ~~exercise~~stock ~~behavior~~on the date the stock ~~data~~option ~~and~~is granted. Generally, vesting of stock options occurs such that 20% becomes exercisable on each anniversary of the ~~use~~date of agrant for ~~number~~each of ~~assumptions~~the ~~including~~five ~~expected~~years ~~volatility,~~following ~~risk-free~~the ~~interest~~grant ~~rate~~date ~~and~~of ~~expected~~such ~~dividends~~option. ~~Employee~~Generally, all stock options must be exercised within five years from the date granted. The number of common shares reserved for ~~120,000~~issuance ~~and~~under ~~155~~the Plan is 1,100,000 shares of common stock, ~~were~~subject ~~granted~~to ~~during~~adjustment for ~~fiscal~~dividend, ~~years~~stock ~~2024~~split ~~and~~or ~~2023,~~other ~~respectively~~relevant changes in our capitalization.

~~As of~~Under ~~March~~ASC 31718, ~~2024,~~the ~~$145,000~~value of ~~total~~each ~~unrecognized~~employee ~~compensation~~stock option ~~costs~~was ~~related~~estimated toon ~~nonvested~~the ~~stock~~date isof ~~expected~~grant tousing bethe ~~recognized~~Black-Scholes ~~over~~model afor ~~period~~ the purpose of ~~five~~financial ~~years~~information in accordance with ASC 718. ~~During~~The use of a Black-Scholes model requires the ~~year~~use ~~ended~~of ~~March~~actual ~~31,~~employee ~~2024,~~exercise ~~various~~behavior ~~fully~~data ~~vested~~and ~~five~~the use of a number of assumptions including expected volatility, risk-~~year~~free interest rate and expected dividends. Employee stock options tofor ~~purchase~~450,000 ~~328~~and 120,~~916~~000 shares of ~~common~~ stock ofwere ~~us previously~~ granted toduring ~~board~~fiscal ~~members~~years 2025 and ~~employees~~2024, ~~expired unexercised~~respectively.

2932

~~The~~As of March 31, 2025, $172,841 of total unrecognized ~~assumptions~~compensation ~~for~~costs ~~employee~~related to nonvested stock is expected to be recognized over a period of five years. During the year ended March 31, 2025, various fully vested five-year stock options ~~are~~to ~~summarized~~purchase as65,000 ~~follows:~~shares of common stock of us previously granted to board members and employees expired unexercised.

Summary of assumptions for employee stock options
Year Ended	March 31, 2024
Dividend yield		0	%
Expected volatility		87% to 93%
Risk-free interest rate		4.05% to 4.64%
Expected life (in years)		5.0
Stock price		$0.39 to $0.75
Exercise price		$0.33 to $0.38

The assumptions for employee stock options are summarized as follows:

Cumulative compensation cost recognized in net income or loss with respect to options that are forfeited prior to vesting is adjusted as a reduction of compensation expense in the period of forfeiture. The volatility of the stock is based on the historical volatility for the period that approximates the expected lives of the options being valued. Fair value computations are highly sensitive to the volatility factor; the greater the volatility, the higher the computed fair value of options granted.


Year Ended	March 31, 2025
Dividend yield		0	%
Expected volatility		74% to 88%
Risk-free interest rate		3.9% to 4.61%
Expected life (in years)		5.0
Stock price		$0.29 to $0.70
Exercise price		$0.30 to $0.48

~~Stock-based~~Cumulative compensation cost recognized in net income or loss with respect to options that are forfeited prior to vesting is adjusted as a reduction of compensation expense ~~related~~in tothe ~~director~~period of ~~and~~forfeiture. ~~employee~~The volatility of the stock ~~options~~is ~~under~~based ~~ASC~~on ~~718~~the historical volatility for ~~fiscal~~the ~~years~~period ~~2024~~that ~~and~~approximates ~~2023~~the ~~was~~expected ~~allocated~~lives asof the ~~follows:~~options being valued. Fair value computations are highly sensitive to the volatility factor; the greater the volatility, the higher the computed fair value of options granted.

Schedule of stock-based compensation
Years Ended	March 31, 2024		March 31, 2023
Cost of sales	$	134	$	631
Sales and marketing		7,261		7,009
General and administrative		41,180		39,630
Research and development		4,977		4,622
Stock-based compensation expense	$	53,552	$	51,892

The total fair value of options granted was computed to be approximately $110,203 and $40,025 for the fiscal years ended March 31, 2025 and 2024, respectively. For disclosure purposes, these amounts are amortized ratably over the vesting periods of the options. Effects of stock-based compensation, net of the effect of forfeitures, totaled $46,000 and $53,552 for fiscal years 2025 and 2024, respectively.

The Black-Scholes model was developed for use ~~total~~in estimating the fair value of traded options ~~granted~~that ~~was~~have ~~computed~~no tovesting berestrictions ~~approximately~~and ~~$40~~are fully transferable. In addition,~~025~~ ~~and~~option ~~$56~~valuation models require the use of assumptions,~~600~~ ~~for~~including the ~~fiscal~~expected ~~years~~stock ~~ended~~price ~~March~~volatility. ~~31,~~Because ~~2024~~our ~~and~~employee stock options have characteristics ~~2023,~~significantly ~~respectively.~~different ~~For~~than ~~disclosure~~those ~~purposes~~of traded options, ~~these~~and ~~amounts~~because ~~are~~changes ~~amortized~~in ~~ratably~~the ~~over~~subjective input assumptions can materially affect the fair ~~vesting~~value ~~periods~~estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options. ~~Effects~~A summary of our stock~~-based~~ ~~compensation,~~option ~~net~~activity ofand ~~the~~related ~~effect~~information offor ~~forfeitures,~~equity ~~totaled~~compensation ~~$53,552~~plans ~~and~~approved by ~~$51,892~~security holders for each of the fiscal years ~~2024~~ended ~~and~~March ~~2023~~31, ~~respectively.~~2025 and 2024 is as follows:

The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the use of assumptions, including the expected stock price volatility. Because our employee stock options have characteristics significantly different than those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options. A summary of our stock option activity and related information for equity compensation plans approved by security holders for each of the fiscal years ended March 31, 2024 and 2023 is as follows:

Summary of stock option activity
	STOCK OPTIONS OUTSTANDING
	Number Outstanding			Weighted-Average Exercise Price per Share
BALANCE AT MARCH 31, 2023	1,049,000			0.66
Granted	120,000			0.44
Exercised	(89,084	)		0.34
Forfeited/expired	(328,916	)		0.44
BALANCE AT MARCH 31, 2024	751,000		$	0.75
Granted	450,000			0.37
Exercised	(21,018	)		0.37
Forfeited/expired	(163,733	)		0.54
BALANCE AT MARCH 31, 2025	1,016,249		$	0.63

Summary of stock option activity
	STOCK OPTIONS OUTSTANDING
	Number Outstanding			Weighted-Average Exercise Price per Share
BALANCE AT MARCH 31, 2022	1,061,000		$	0.65
Granted	155,000			0.51
Exercised	(50,000	)		0.42
Forfeited/expired	(117,000	)		0.47
BALANCE AT MARCH 31, 2023	1,049,000			0.66
Granted	120,000			0.44
Exercised	(89,084	)		0.34
Forfeited/expired	(328,916	)		0.44
BALANCE AT MARCH 31, 2024	751,000		$	0.75

The following table summarizes information about employee stock options outstanding and exercisable at March 31, 2024:

Schedule of employee stock options outstanding and exercisable	STOCK OPTIONS OUTSTANDING				STOCK OPTIONS EXERCISABLE
	STOCK OPTIONS OUTSTANDING				STOCK OPTIONS EXERCISABLE
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life (in Years)		Weighted-Average Exercise Price per Share	Number Exercisable		Weighted-Average Exercise Price per Share
$0.34 - $0.35	80,000	1.5	$	0.35	77,072	$	0.35
$0.30 - $0.39	430,000	4.4	$	0.36	6,333	$	0.39
$0.39 - $0.50	260,000	1.3	$	0.45	118,366	$	0.46
$0.40 - $0.50	217,499	2.7	$	0.46	119,055	$	0.47
$0.51 - $1.40	~~411~~368,~~000~~750	31.49	$	1.0203	~~196~~267,~~026~~394	$	1.0705
	751,000	2.5	$	0.75	391,464	$	0.74
	1,016,249	3.1	$	0.63	392,782	$	0.86

30The 1,016,249 options outstanding as of March 31, 2025 are nonqualified stock options. The exercise price of all options granted through March 31, 2025 has been equal to or greater than the fair market value, as determined by our Board of Directors or based upon publicly quoted market values of our common stock on the date of the grant.

The following ~~751,000~~table ~~options~~sets ~~outstanding~~forth ~~as of March 31, 2024 are nonqualified stock~~ options. ~~The~~to ~~exercise~~acquire ~~price~~shares of ~~all~~our ~~options~~common stock granted ~~through March 31, 2024 has been equal~~ to orExecutive ~~greater~~Officers ~~than~~during the ~~fair~~fiscal ~~market~~year ~~value,~~ended asMarch ~~determined~~31, ~~by our Board of Directors or based upon publicly quoted market values of our common stock on the date of the grant~~2025.

The following table sets forth options to acquire shares of our common stock granted to Executive Officers during the fiscal year ended March 31, 2024.

Schedule of options to acquire shares
Name	Grant date	Number of securities underlying options (#)		Exercise price of option awards ($/Sh)		Grant date fair value of option awards ($) (1)
Gregory J. Trudel	05/01/2024		200,000		0.37		48,055
	11/14/2024		5,000		0.42		1,328
Brian Jackman	05/01/2024		40.000		0.37		9,611
	11/14/2024		5.000		0.42		1,328
Brandon Shepard	08/19/2024		25,000		0.32		5,051

Schedule of options to acquire shares
Name	Grant Date	Number of securities underlying options (#)		Exercise price of option awards ($/Sh)		Grant date fair value of option awards ($) (1)
Gregory J. Trudel	10/19/23		10,000		.46		3,371
Brian Jackman	―		—		—		—
Mala Ray	10/19/23		10,000		.46		3,371

The following table sets forth certain information regarding the number and value of exercisable and unexercisable options to purchase shares of common stock held as of March 31, 2025 by Executive Officers.

Name	Number of Securities underlying unexercised options (#)exercisable		Number of Securities underlying unexercised options (#) unexercisable		Option exercise price ($/Sh)		Option expiration Date
Gregory J. Trudel		49,~~631~~167		~~369~~833		0.3550	11/12/2425
		8,422		1,578		0.41	03/12/25
		51,250		23,750		1.50	01/13/27
		7,272		2,728		0.50	11/12/25
		44,333		25,667		1.35	04/19/27
		37,000		38,000		1.40	01/13/27
		4,667		5,333		0.51	02/09/28
		30,800		39,200		1.35	04/19/27
		2,833		7,167		0.46	01/19/29
		4,684		5,352		0.51	02/09/28
		—		200,000		0.37	08/01/29
		—		105,000		0.4642	0102/1914/2930
Brian Jackman		45,~~631~~000		~~369~~833		0.3555	1105/1225/2425
		4,100		900		0.55	05/25/25
		9,167		3,167		0.50	11/12/25
		7,272		2,728		0.50	11/12/25
		6,833		8,000		1.40	01/13/27
		4,933		5,067		1.40	01/13/27
		7,000		40,000		0.51	02/09/28
		4,183		10,817		0.51	02/09/28
		—		5,000		0.37	08/01/29
Mala Ray		19,767		233		0.44	07/22/24
		—		—		0.42	02/14/30
		4,631		369		0.35	11/14/24
Brandon Shepard		—		25,000		0.32	11/19/29
		7,272		2,728		0.50	11/12/25
Jason Johnson		5,000		—		0.55	05/25/25
		7,400		7,600		1.40	01/13/27
		7,167		2,833		0.80	11/11/26
		6,972		18,028		0.51	02/09/28
		4,833		5,167		0.45	01/19/28
		—		10,000		0.46	01/19/29

~~4. Commitments and Contingencies~~34

We4. Commitments ~~have~~and ~~a noncancelable lease agreement for our facilities at 6797 Winchester Circle, Boulder, Colorado. The lease expires October 31, 2026.~~Contingencies

~~On April~~We 1,have 2021, we adopted Accounting Standards Codification (“ASC”) ASC 842 “Leases” using the initial date of adoption method, whereby the adoption does not impact any periods prior to April 1, 2019. ASC Topic 842 retains a ~~distinction~~noncancelable ~~between finance~~lease ~~leases~~agreement ~~and operating leases. The classification criteria~~ for ~~distinguishing between finance leases and operating leases are substantially~~our ~~similar~~facilities toat ~~the~~6797 ~~classification~~Winchester ~~criteria for distinguishing between capital leases and operating leases in the previous leases’ guidance. We recorded an operating Right of Use (“ROU”) asset of $1~~Circle,~~555,150,~~ ~~and an operating lease liability of $1~~Boulder,~~619,842~~ ~~as of April 1, 2019~~Colorado. The ~~difference between the initial operating ROU asset and operating~~ lease ~~liability~~expires ofOctober ~~$64~~31,~~692~~ ~~is accrued rent previously recorded under ASC 840~~2026. ~~We elected to adopt the package of practical expedients and, accordingly, did not reassess any previously expired or existing arrangements and related classifications under ASC 840.~~

31On April 1, 2021, we adopted Accounting Standards Codification (“ASC”) ASC 842 “Leases” using the initial date of adoption method, whereby the adoption does not impact any periods prior to April 1, 2019. ASC Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases’ guidance. We recorded an operating Right of Use (“ROU”) asset of $1,555,150, and an operating lease liability of $1,619,842 as of April 1, 2019. The difference between the initial operating ROU asset and operating lease liability of $64,692 is accrued rent previously recorded under ASC 840. We elected to adopt the package of practical expedients and, accordingly, did not reassess any previously expired or existing arrangements and related classifications under ASC 840.

If the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate as the discount rate. We use our best judgement when determining the incremental borrowing rate, which is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term to the lease payments.

Our operating lease includes the use of real property. We have not identified any material finance leases as of March 31, ~~2024~~2025.

For the years ended March 31, ~~2024~~2025 and ~~2023~~2024, we had $~~329~~384,~~255~~184 and $357,~~644~~503, respectively, for lease expense.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of March 31, ~~2024~~2025:

Schedule of principal U.S. Bank payment
Fiscal Year	~~Amount~~	Amount
2025	$	415,667
2026		$	455,543
2026		455,542
2027			270,666
2027		270,666
Total operating lease payments		$	726,209
Total operating lease payments	$	1,141,875
Less imputed interest			(29,599	)
Less imputed interest		(74,888	)
Total operating lease liabilities		$	696,610
Total operating lease liabilities	$	1,066,987
Weighted-average remaining lease term			1.6 years
Weighted-average remaining lease term		2.6 years
Weighted-average discount rate			5.0	%
Weighted-average discount rate		5.0	%

On November 152, ~~2023~~2022, we entered into a loan and security agreement with Pathward, N.A. The loan is due on demand and has no financial covenants. Under the agreement, we were provided with a line of credit that is not to exceed the lesser of $1,000,000 or 85% of eligible accounts receivable. The interest rate is prime rate plus 0.5%, with a floor of 6.75%, plus a monthly maintenance fee of 0.4%, based on the average monthly loan balance. Interest is charged on a minimum loan balance of $300,000, a loan fee of 0.5% at closing and annually, and an exit fee of 3%, 2%, and 1% during years one, two, and three, respectively.

On August 4, 2020, we received $150,000 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, 2021 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.

~~The minimum future EIDL payment, by fiscal year, as of March 31, 2024 is as follows:~~35

	Schedule of principal U.S. Bank payment
Fiscal Year		Amount
	2024		3,091
	2025		3,208
	2026		3,331
	2027		3,457
	Thereafter		148,744
	Total	$	161,831

The minimum future EIDL payment, by fiscal year, as of March 31, 2025 is as follows:

During September 2020, we entered into a note agreement with U.S. Bank for $92,000. The note is for five 5 years at a 5% interest rate and the proceeds were used to purchase equipment. The note is secured by the equipment.

Schedule of principal U.S. Bank payment
Fiscal Year		Amount
	2026	$	5,275
	2027		5,275
	2028		5,275
	2029		5,275
	Thereafter		129,646
	Total	$	150,746

~~The minimum~~During ~~future~~September 2020, we entered into a note agreement with U.S. Bank ~~payment~~for $92,000. byThe ~~fiscal~~note ~~year,~~is asfor offive ~~March~~years ~~31,~~at ~~2024~~a 5% interest rate and the proceeds were used to purchase equipment. The note is assecured ~~follows:~~by the equipment.

	Schedule of principal U.S. Bank payment
Fiscal Year		Amount
	2024		18,400
	2025		13,800
	Total	$	32,200

The minimum future U.S. Bank payment, by fiscal year, as of March 31, 2025 is as follows:

During June 2022, we entered into a note agreement with U.S. Bank for $118,970. The note is for five years at a 6% interest rate and the proceeds were used to purchase equipment. The note is secured by the equipment.

~~The minimum~~During ~~future~~June ~~principal~~2022, we entered into a note agreement with U.S. Bank ~~payment~~for $118,970. byThe ~~fiscal~~note ~~year,~~is asfor offive ~~March~~years ~~31,~~at ~~2024~~a 6% interest rate and the proceeds were used to purchase equipment. The note is assecured ~~follows:~~by the equipment.

	Schedule of principal U.S. Bank payment
Fiscal Year		Amount
	2025		23,794
	2026		23,794
	2027		23,794
	2028		5,949
	Total	$	77,331

The minimum future principal U.S. Bank payment, by fiscal year, as of March 31, 2025 is as follows:

We are subject to regulation by the United States Food and Drug Administration (“FDA”). The FDA provides regulations governing the manufacture and sale of our products and regularly inspects us and other manufacturers to determine our and their compliance with these regulations. As of March 31, 2024, we believe we were in substantial compliance with all known regulations. FDA inspections are conducted periodically at the discretion of the FDA. We were last inspected in October 2019.

Our obligation with respect to employee severance benefits is minimized by the “at will” nature of the employee relationships. Our total obligation with respect to contingent severance benefit obligations was none as of March 31, 2024 and 2023.

~~5. Income Taxes~~36

~~We account for income taxes under ASC 740, which requires the use of the liability method~~5. ~~ASC 740 provides that deferred income tax assets~~ Income and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred income tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred income tax assets and liabilities are expected to be settled or realized.Taxes

~~Income~~We account for income taxes under ASC 740, which requires the use of the liability method. ASC 740 provides that deferred income tax ~~provision~~assets ~~(benefit)~~and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred income ~~taxes~~tax isassets ~~summarized~~and ~~below:~~liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred income tax assets and liabilities are expected to be settled or realized.

Schedule of income tax expense (benefit)
Years Ended		March 31, 2024				March 31, 2023
Current:
Federal	$	—			$	—
State		—				—
Total current			—				—
Deferred:
Federal			22,000				(12,000	)
State			4,000				(1,000	)
Total deferred			26,000				(13,000	)
Valuation allowance			(26,000	)			13,000
Total	$		—		$		—

Income tax provision (benefit) for income taxes is summarized below:

The following is a reconciliation between the effective rate and the federal statutory rate:


Years Ended	March 31, 2025			March 31, 2024
Current:
Federal	$	—		$	—
State	—			—
Total current		—			—

Deferred:
Federal		241,000			22,000
State		46,000			4,000
Total deferred		287,000			26,000
Valuation allowance		(287,000	)		(26,000	)

Total	$	—		$	—

Schedule of effective income tax rate reconciliation
Years Ended	March 31, 2024			March 31, 2023
Expected income tax rate	$	(145,000	)	$	(68,000	)
State income taxes, net of federal tax benefit		(28,000	)		(13,000	)
Other permanent differences		(10,000	)		12,000
Research credits		(8,000	)		—
Change in valuation allowance		191,000			69,000
Income tax expense	$	—		$	—

The following is a reconciliation between the effective rate and the federal statutory rate:

The components of the net accumulated deferred income tax asset (liability) are as follows:


Years Ended	March 31, 2025			March 31, 2024
Expected income tax rate	$	(46,000	)	$	(145,000	)
State income taxes, net of federal tax benefit		(9,000	)		(28,000	)
Other permanent differences		(16,000	)		(10,000	)
Research credits		137,000			(8,000	)
Change in valuation allowance		(66,000	)		191,000
Income tax expense	$	—		$	—

Schedule of deferred income tax asset liability
Years Ended	March 31, 2024			March 31, 2023
Other deferred assets	$	16,000		$	42,000
Valuation allowance		(16,000	)		(42,000	)
Current deferred tax assets		—			—
Credits and net operating loss carryforwards		2,616,000			1,829,000
Valuation allowance		(2,616,000	)		(1,829,000	)
Long-term deferred tax assets		—			—
Total deferred tax assets		—			—
Valuation allowance		—			—
Long-term deferred tax liabilities		—			—
Total deferred tax liabilities		—			—
Net deferred tax assets (liabilities)	$	—		$	—

The components of the net accumulated deferred income tax asset (liability) are as follows:


Years Ended	March 31, 2025			March 31, 2024
Other deferred assets	$	17,000		$	16,000
Valuation allowance		(17,000	)		(16,000	)
Current deferred tax assets		—			—

Credits and net operating loss carryforwards		2,296,000			2,616,000
Valuation allowance		(2,296,000	)		(2,616,000	)
Long-term deferred tax assets		—			—

Total deferred tax assets		—			—
Valuation allowance		—			—
Long-term deferred tax liabilities		—			—

Total deferred tax liabilities		—			—

Net deferred tax assets (liabilities)	$	—		$	—

~~The primary components of our deferred tax assets are described below:~~37

Years Ended	March 31, 2024			March 31, 2023
Differences in reporting long-term assets	$	16,000		$	42,000
Credits and net operating loss carryforwards		2,616,000			1,829,000
Less valuation allowance		(2,600,000	)		(1,871,000	)
Total deferred tax assets	$	—		$	—

The primary components of our deferred tax assets are described below:

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which net operating losses and reversal of timing differences may offset taxable income. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance.


Years Ended	March 31, 2025			March 31, 2024
Differences in reporting long-term assets	$	17,000		$	16,000
Credits and net operating loss carryforwards		2,296,000			2,616,000
Less valuation allowance		(2,313,000	)		(2,600,000	)
Total deferred tax assets	$	—		$	—

As In assessing the realizability of ~~March~~deferred 31tax assets, ~~2024,~~management weconsiders ~~had~~whether ~~approximately~~it ~~$8.9~~is ~~million~~more oflikely ~~net~~than ~~operating~~not ~~loss~~that ~~carryovers~~some ~~for~~portion or all of the deferred tax ~~purposes.~~assets ~~Additionally,~~will wenot ~~have~~be ~~approximately~~realized. ~~$384,000~~The ofultimate ~~research~~realization ~~and~~of ~~development~~deferred tax ~~credits~~assets ~~available~~is todependent ~~offset~~upon the generation of future ~~federal~~taxable income ~~taxes.~~during ~~The~~the periods in which net operating ~~loss~~losses and ~~credit~~reversal ~~carryovers begin~~of totiming ~~expire~~differences inmay offset taxable income. Management considers the ~~fiscal~~scheduled ~~year~~reversal ~~ended~~of ~~March~~deferred tax 31liabilities, ~~2025.~~projected Infuture ~~fiscal~~taxable ~~years~~income, ~~ended~~and ~~after~~tax ~~March~~planning ~~31,~~strategies ~~2024,~~in ~~net~~making ~~operating~~this ~~losses~~assessment. ~~expire~~A atvaluation ~~various~~allowance is provided ~~dates~~when ~~through~~it ~~March~~is ~~31,~~more ~~2045.~~likely ~~The~~than ~~Internal~~not ~~Revenue~~that ~~Code~~some ~~contains~~portion ~~provisions,~~or ~~which~~all ~~may~~of ~~limit~~a ~~the~~deferred ~~net~~tax ~~operating~~asset ~~loss~~will ~~carryforwards~~not ~~available~~ be realized. Due to beour ~~used~~lack inof ~~any~~earnings ~~given~~history, the ~~year~~net ifdeferred ~~certain~~tax ~~events~~assets ~~occur,~~have ~~including~~been ~~significant~~fully ~~changes~~offset inby ~~ownership~~a ~~interests~~valuation allowance.

6As of March 31, 2025, we had approximately $8. ~~Major~~2 ~~Customers/Suppliers~~million of net operating loss carryovers for tax purposes. Additionally, we have approximately $239,000 of research and development tax credits available to offset future federal income taxes. The net operating loss and credit carryovers begin to expire in the fiscal year ended March 31, 2026. In fiscal years ended after March 31, 2025, net operating losses expire at various dates through March 31, 2046. The Internal Revenue Code contains provisions, which may limit the net operating loss carryforwards available to be used in any given year if certain events occur, including significant changes in ownership interests.

~~We depend on sales that are generated from hospitals’ ongoing usage of AEM surgical instruments~~6. ~~In fiscal year 2024, we generated~~ Major ~~sales from over 300 hospitals that have changed to AEM products. Three vendors accounted for approximately 47% of our inventory purchases.~~Customers/Suppliers

7We depend on sales that are generated from hospitals’ ongoing usage of AEM surgical instruments. ~~Defined~~ In fiscal year 2024, we generated sales from over 400 hospitals that have changed to AEM products. ~~Contribution~~Three ~~Employee~~vendors ~~Benefit~~accounted ~~Plan~~for approximately 54% of our inventory purchases.

~~We have adopted a 401(k) Profit Sharing Plan which covers all full-time employees who have completed at least three months of full-time continuous service and are age eighteen or older~~7. ~~Participants may defer up to 20% of their gross pay up to a maximum limit determined~~ Defined byContribution ~~law.~~Employee ~~Participants~~Benefit are immediately vested in their contributions. We may make discretionary contributions based on corporate financial results for the fiscal year. To date, we have not made contributions to the 401(k) Profit Sharing Plan~~. Vesting in a contribution account (our contribution) is based on years of service, with a participant fully vested after five years of credited service.~~

8We have adopted a 401(k) Profit Sharing Plan, which covers all full-time employees who have completed at least three months of full-time continuous service and are age eighteen or older. ~~Related~~ Participants may defer up to 20% of their gross pay up to a maximum limit determined by law. Participants are immediately vested ~~Party~~in ~~Transaction~~their contributions. We may make discretionary contributions based on corporate financial results for the fiscal year. To date, we have not made contributions to the 401(k) Profit Sharing Plan. Vesting in a contribution account (our contribution) is based on years of service, with a participant fully vested after five years of credited service.

~~We paid~~8. Related ~~consulting~~Party ~~fees of $32,032 and $55,715 to an entity owned by one of our directors in fiscal years 2024 and 2023, respectively.~~Transaction

9The Company engaged Finance Vision Service, Inc. ~~Subsequent~~, ~~Events~~a company owned by board member Robert Fries, for consulting services. The company paid $40,727 and $32,032 in fiscal years 2025 and 2024.

~~Management evaluated~~9. ~~all~~Subsequent of our activity and concluded that, as of the date the financial statements were issued, no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.Events

34Management evaluated all of our activity and concluded that, as of the date the financial statements were issued, no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

~~Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.~~38

~~On October~~Item ~~17, 2023, we were notified that Gries & Associates, LLC (“Gries”), our independent registered public accounting firm, had completed a sale of its customers to GreenGrowth CPAs Inc~~9. ~~(“GreenGrowth”).~~Changes AsIn aand ~~result~~Disagreements ofwith ~~this~~Accountants ~~transaction,~~on ~~Gries resigned~~Accounting ~~its~~and ~~engagement~~Financial ~~with us immediately~~Disclosure.

On October 1817, 2023, ~~upon~~we ~~the~~were ~~approval~~notified ofthat ~~our~~Gries ~~Audit Committee~~& Associates, weLLC ~~engaged~~(“Gries”), ~~GreenGrowth as~~ our ~~new~~ independent registered public accounting firm, ~~for~~had ~~our~~completed ~~fiscal~~a ~~year~~sale ~~ending~~of ~~March~~its 31customers to GreenGrowth CPAs Inc. (“GreenGrowth CPAs”). As a result of this transaction, ~~2023~~Gries ~~and~~resigned ~~interim~~its ~~periods~~engagement with us immediately.

~~Gries’ reports~~On onOctober ~~our~~18, ~~financial~~2023, ~~statements~~upon ~~for~~ the ~~past~~approval ~~two years did not contain an adverse opinion or a disclaimer~~ of ~~opinion,~~our ~~and were not~~Audit ~~qualified or modified as to uncertainty~~Committee, ~~audit~~we ~~scope,~~engaged orGreenGrowth ~~accounting~~CPAs ~~principles. The report had been prepared assuming that we would continue~~ as aour ~~going~~new ~~concern~~independent ~~and~~registered ~~included~~public anaccounting ~~explanatory~~firm ~~paragraph~~for ~~regarding~~ our ~~ability~~fiscal toyear ~~continue~~ending asMarch a31, ~~going concern as result of recurring~~2024 ~~losses~~ and ainterim ~~deficiency in shareholders’ equity~~periods.

~~During the~~Gries’ ~~years~~reports ~~ended~~on ~~March~~our ~~31,~~financial ~~2023~~statements ~~and 2022, and~~ for the ~~subsequent~~past ~~period~~two ~~through~~years ~~October~~did ~~17,~~not ~~2023,~~contain ~~there~~an ~~were~~adverse ~~(i)~~opinion noor ~~disagreements (as described in Item 304(~~a~~)(1)(iv)~~ disclaimer of ~~Regulation~~opinion, ~~S-K~~ and ~~the~~were ~~related~~not ~~instructions)~~qualified ~~between~~or usmodified ~~and~~as ~~Gries~~to ~~on any matter of accounting principles or practices~~uncertainty, audit ~~financial statement disclosure~~scope, or ~~auditing~~accounting ~~scope~~principles. orThe ~~procedure,~~report ~~which,~~had ifbeen ~~not~~prepared ~~resolved~~assuming tothat ~~Gries’~~we ~~satisfaction,~~ would ~~have~~ ~~caused~~continue ~~Gries~~as toa ~~make~~going ~~reference~~concern ~~thereto in its reports on the financial statements for such years;~~ and ~~(ii)~~included ~~no “reportable~~an ~~events”~~explanatory ~~within~~paragraph ~~the~~regarding ~~meaning~~our ofability ~~Item~~to ~~304(a)(1)(v)~~continue ofas ~~Regulation~~a ~~S-K,~~going ~~except~~concern ~~that~~as ~~Gries~~result ~~advised us~~ of ~~material~~recurring ~~weaknesses~~losses inand ~~its~~a ~~internal control~~deficiency ~~over~~in ~~financial reporting as of March 31, 2023 and 2022~~shareholders’ equity.

During ~~our~~ ~~two~~the ~~most~~year ~~recent fiscal years~~ ended March 31, 2023 ~~and 2022~~, and the subsequent ~~interim~~ period through ~~the~~October ~~date~~17, ~~of its engagement~~2023, we ~~did~~there ~~not~~were ~~consult~~(i) ~~with~~no ~~GreenGrowth~~disagreements ~~regarding~~(as ~~either~~described ofin ~~the~~Item ~~following:~~ 304(ia)(1)(iv) ~~the application~~ of ~~accounting~~Regulation ~~principles~~S-K toand athe ~~specified transaction,~~related ~~either~~instructions) ~~completed~~between orus ~~proposed,~~and orGries ~~the~~on ~~type~~any matter of ~~audit~~accounting ~~opinion~~principles ~~that~~or ~~might~~practices, ~~be rendered on our~~ financial ~~statements~~statement disclosure, ~~and~~or ~~GreenGrowth~~auditing ~~did not~~scope ~~provide a written report~~ or ~~oral~~procedure, ~~advice on any accounting~~which, ~~auditing~~if ornot ~~financial~~resolved ~~reporting~~to ~~issue~~Gries’ ~~that~~satisfaction, ~~GreenGrowth~~would ~~concluded~~have ~~was~~caused anGries ~~important factor~~to ~~considered~~make byreference usthereto in ~~reaching~~its areports ~~decision as to~~ on the ~~accounting,~~financial ~~auditing~~statements orfor ~~financial~~such ~~reporting~~years; ~~issue,~~and or (ii) ~~any~~no ~~matter~~“reportable ~~that~~events” ~~was either~~within the ~~subject~~meaning of ~~a disagreement, as defined in~~ Item 304(a)(1)(ivv) of Regulation S-K, ~~and~~except ~~the~~that ~~related~~Gries ~~instructions,~~advised orus aof ~~“reportable event,”~~material asweaknesses ~~described~~ in ~~Item~~its ~~304(a)(1)(v)~~internal control over financial reporting as of ~~Regulation~~March ~~S-K~~31, 2023 and 2022.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of March 31, ~~2024~~2025, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at March 31, ~~2024~~2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of March 31,~~2024~~2025, our internal control over financial reporting was not effective.

Our internal controls are not effective for the following reason: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only two persons, one of which is our principal executive officer and the other is the principal financial officer.

In order to mitigate the foregoing material weaknesses, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.39

~~We would~~In ~~need~~order to ~~hire~~mitigate ~~additional~~the ~~staff~~foregoing tomaterial ~~provide~~weaknesses, we ~~greater~~have ~~segregation~~engaged ofan ~~duties.~~outside ~~Currently,~~accounting itconsultant iswith ~~not~~significant ~~feasible~~experience toin ~~hire~~the ~~additional~~preparation ~~staff~~of financial statements in conformity with GAAP to ~~obtain~~assist ~~optimal~~us ~~segregation~~in ofthe ~~duties.~~preparation ~~Management~~of ~~will~~our ~~continue~~financial statements to ~~reassess~~ensure ~~this~~that ~~matter~~these tofinancial ~~determine~~statements ~~whether~~are ~~improvement~~prepared in ~~segregation~~conformity ofwith ~~duty~~GAAP. isWe ~~feasible.~~will Incontinue ~~addition,~~to wemonitor ~~would~~the ~~need~~effectiveness toof ~~expand~~this ~~our~~action ~~board~~and tomake ~~include~~any ~~independent~~changes ~~members~~that our management deems appropriate.

~~Going~~We would need to hire additional staff to provide ~~forward~~greater segregation of duties. Currently, weit ~~intend~~is not feasible to ~~evaluate~~hire ~~our~~additional ~~processes~~staff ~~and~~to ~~procedures~~obtain ~~and,~~optimal ~~where~~segregation ~~practicable~~of ~~and~~duties. ~~resources~~Management will ~~permit,~~continue ~~implement~~to ~~changes~~reassess inthis ~~order~~matter to determine whether improvement in segregation of duty is feasible. In addition, we would need ~~have~~to ~~more~~expand ~~effective~~our ~~controls~~board ~~over~~to ~~financial~~include ~~reporting~~independent members.

~~This Annual~~Going ~~Report~~forward, ~~does~~we ~~not~~intend ~~include~~to anevaluate ~~attestation report of~~ our ~~registered public accounting firm regarding internal control over financial~~processes ~~reporting.~~and ~~Management’s~~procedures ~~report~~and, ~~was~~where ~~not~~practicable ~~subject~~and toresources ~~attestation~~permit, byimplement ~~our~~changes ~~registered~~in ~~public~~order ~~accounting firm pursuant~~ to ~~the~~have ~~exemption provided~~more toeffective ~~issuers~~controls ~~that~~over ~~are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall~~financial ~~Street Reform and Consumer Protection Act~~reporting.

35This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9B. Other Information

During the fiscal year ended March 31, ~~2024~~2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

3640

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information in response to this item is incorporated by reference from the registrant's definitive proxy statement for its ~~2021~~2025 Annual Meeting of Shareholders to be filed within 120 days after March 31, ~~2024~~2025.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table summarizes certain information regarding our equity compensation plan as of March 31, ~~2024~~2025:

Plan Category

Number of securities to be issued upon exercise of outstanding equity units

Weighted-average exercise price of equity units

Number of securities remaining available for future issuance under equity units plan

Equity compensation plans approved by security holders

~~751~~1,~~000~~016,249

0.7563

~~349~~83,~~000~~751

Item 13. Certain Relationships and Related Transactions, and Director Independence.

~~Item~~Information in response to this item is incorporated ~~13.~~by ~~Certain~~reference ~~Relationships~~from ~~and~~the ~~Related~~registrant's ~~Transactions,~~definitive ~~and~~proxy ~~Director~~statement ~~Independence~~for its 2025 Annual Meeting of Shareholders to be filed within 120 days after March 31, 2025.

~~Information in~~Item ~~response~~14. toPrincipal ~~this~~Accounting ~~item~~Fees isand ~~incorporated by reference from the registrant's definitive proxy statement for its 2023 Annual Meeting of Shareholders to be filed within 120 days after March 31, 2024~~Services.

~~Item~~Information in response to this item is incorporated ~~14.~~by ~~Principal~~reference ~~Accounting~~from ~~Fees~~the ~~and~~registrant's ~~Services~~definitive proxy statement for its 2025 Annual Meeting of Shareholders to be filed within 120 days after March 31, 2025.

Information in response to this item is incorporated by reference from the registrant's definitive proxy statement for its 2024 Annual Meeting of Shareholders to be filed within 120 days after March 31, 2024.41

PART IV

Item 15. Exhibits, Financial Statement Schedules.

~~3.1~~(b) Exhibits ~~Articles~~- ofThe ~~Incorporation~~following ofexhibits ~~the~~are ~~Company,~~attached asto ~~amended.~~this ~~(Incorporated~~report byon ~~reference~~Form ~~from~~10-K ~~Registration~~or ~~Statement~~are ~~#333-4118-D~~incorporated ~~dated~~herein ~~June~~by ~~25, 1996).~~reference:

3.21 ~~Bylaws~~Articles of Incorporation of the Company, as amended. (Incorporated by reference from ~~Current~~Registration ~~Report~~Statement ~~on Form 8~~#333-K4118-D ~~filed~~dated onJune ~~October 30~~25, ~~2007~~1996).

3.32 ~~First~~Bylaws ~~Amended~~of ~~and~~the ~~Restated~~Company. ~~Bylaws~~ (~~incorporated~~Incorporated by reference tofrom ~~Exhibit 3.1 to our~~ Current Report on Form 8-K filed on ~~May~~October 3130, ~~2017~~2007).

43.13 ~~Form~~First ofAmended ~~certificate~~and ~~for~~Restated ~~shares~~Bylaws of(incorporated ~~Common~~by ~~Stock~~reference to Exhibit 3.1 ~~(Incorporated~~to byour ~~reference~~Current ~~from~~Report ~~Registration~~on ~~Statement~~Form ~~#333~~8-~~4118-D~~K ~~dated~~filed ~~June~~on 25May 31, ~~1996~~2017).

4.21 ~~Description~~Form of ~~Capital~~certificate for shares of Common Stock. (Incorporated by reference from ~~Annual~~Registration ~~Report~~Statement ~~on Form 10~~#333-K4118-D ~~filed~~dated on June 1425, ~~2019~~1996).

	10.1	Lease Agreement dated June 3, 2004 between Encision Inc. and DaPuzzo Investment Group, LLC (Incorporated by reference from Quarterly Report on Form 10-Q filed on August 12, 2004).
	10.2	Encision Inc. 2007 Stock Option Plan (Incorporated by reference from Proxy Statement dated June 30, 2007). †

4.2	Description of Capital Stock. (Incorporated by reference from Annual Report on Form 10-K filed on June 14, 2019)

10.3 Encision Inc. First Amended and Restated 2014 Stock Option Plan (Incorporated by reference from Proxy Statement dated July 6, 2020). †

10.1	Lease Agreement dated June 3, 2004 between Encision Inc. and DaPuzzo Investment Group, LLC (Incorporated by reference from Quarterly Report on Form 10-Q filed on August 12, 2004).
10.2	Encision Inc. 2007 Stock Option Plan (Incorporated by reference from Proxy Statement dated June 30, 2007). †

10.43 ~~Employment Agreement, dated November 14, 2016, between~~ Encision Inc. First Amended and ~~Gregory~~Restated J.2014 ~~Trudel~~Stock Option Plan (Incorporated by reference tofrom ~~Exhibit~~Proxy ~~10-1~~Statement todated ~~our~~July ~~Current Report on Form 8-K filed on November 18~~6, ~~2016~~2020). †

10.54 ~~Fifth~~Employment ~~Amendment~~Agreement, todated ~~Office~~November ~~Building~~14, ~~Lease~~2016, ~~dated~~between ~~November~~Encision 9,Inc. ~~2017~~and Gregory J. Trudel (Incorporated by reference to Exhibit 10.-1 to ~~Quarterly~~our Current Report on Form 108-QK filed ~~February~~on 12November 18, ~~2018~~2016). †

10.65 ~~PPP~~Fifth ~~Promissory~~Amendment ~~Note~~to ~~dated~~Office asBuilding ofLease ~~April~~dated 17November 9, ~~2020~~2017 (~~incorporated~~Incorporated by reference to Exhibit 10.1 to ~~our~~Quarterly ~~Current~~ Report on Form 810-KQ filed onFebruary ~~April 23~~12, ~~2020~~2018).

10.86 ~~Economic~~PPP ~~Injury~~Promissory ~~Disaster~~Note ~~Loan~~ dated as of ~~August~~April 117, 2020 (incorporated by reference to Exhibit 10.1 to our ~~Quarterly~~Current Report on Form 108-QK filed on ~~August~~April 1423, 2020).

10.98 USEconomic ~~Bank~~Injury ~~Equipment~~Disaster ~~Finance~~Loan ~~Note~~ dated ~~January~~as 21of August 1, ~~2021~~2020 (incorporated by reference to Exhibit 410.31 to our ~~Annual~~Quarterly Report on Form 10-KQ filed on ~~June~~August 2314, ~~2021~~2020).

	10.10	PPP Promissory Note dated as of February 8, 2021 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 12, 2021).
	10.11	Supply Agreement dated August 23, 2021 between Auris Health, Inc. and Encision Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 15, 2021).+
	10.12	New Line of Credit and Security Agreement with Pathward, N.A. dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 17, 2022)
	23.1	Consent of Independent Registered Public Accounting Firm

10.9	US Bank Equipment Finance Note dated January 21, 2021 (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K filed on June 23, 2021)

31.1 Section 302 Certification of Principal Executive Officer **

10.10	PPP Promissory Note dated as of February 8, 2021 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on February 12, 2021).
10.11	Supply Agreement dated August 23, 2021 between Auris Health, Inc. and Encision Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 15, 2021).+
10.12	New Line of Credit and Security Agreement with Pathward, N.A. dated November 2, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 17, 2022)
19.1	Encision, Inc. Insider Trading Policy**

31.2 Section 302 Certification of Principal Financial and Accounting Officer **

23.1	Consent of Independent Registered Public Accounting Firm**
31.1	Section 302 Certification of Principal Executive Officer **

	32.1	Section 906 Certifications **
	101	Inline interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statements of Stockholders Equity, (iv) Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements **
	104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).**

31.2	Section 302 Certification of Principal Financial and Accounting Officer **

† Denotes management contract or compensatory plan or arrangement.

32.1	Section 906 Certifications **
101	Inline interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statements of Stockholders Equity, (iv) Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements **
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).**

**† ~~Filed~~Denotes ~~herewith~~management contract or compensatory plan or arrangement.

~~Item 16.~~** ~~Form~~Filed ~~10-K Summary~~herewith.

~~None~~Item 16. Form 10-K Summary.

37None.

~~SIGNATURES~~42

~~Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

~~Dated: July~~Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, ~~2024~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~ENCISION INC. By~~Dated: July ~~/s/~~10, ~~Mala Ray Mala RayControllerPrincipal Accounting Officer & Principal Financial Officer~~2025

~~Pursuant to~~ENCISION ~~the~~INC. ~~requirements~~By: of/s/ ~~the~~Brandon ~~Exchange~~Shepard ~~Act,~~Brandon ~~this~~ShepardControllerPrincipal ~~report~~Accounting ~~has~~Officer ~~been~~& ~~signed~~Principal ~~below~~Financial ~~by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Officer

Signature				Date
/s/ Mala Ray				July 15, 2024
Mala Ray Controller Principal Accounting Officer & Principal Financial Officer
/s/ Patrick W. Pace				July 15, 2024
Patrick W. Pace Director
/s/ Robert H. Fries				July 15, 2024
Robert H. Fries Director
/s/ Vern D. Kornelsen				July 15, 2024
Vern D. Kornelsen Director
/s/ Gregory J. Trudel				July 15, 2024
Gregory J. Trudel President and CEOPrincipal Executive Officer Director

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature				Date

/s/ Brandon Shepard				July 10, 2025
Brandon Shepard Controller Principal Accounting Officer & Principal Financial Officer

/s/ Patrick W. Pace				July 10, 2025
Patrick W. Pace Director

/s/ Robert H. Fries				July 10, 2025
Robert H. Fries Director

/s/ Vern D. Kornelsen				July 10, 2025
Vern D. Kornelsen Director

/s/ Gregory J. Trudel				July 10, 2025
Gregory J. Trudel President and CEO Principal Executive Officer Director

Schedule of principal U.S. Bank payment

Fiscal Year

Filing Compare · ENCISION INC