esmc-20210630.htm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-157174, 333-44513, and 333-114332) and Form S-8 (Nos. 33-54994, 33-80162, 333-31138, 333-54980, and 333-83392) of our report dated September 27, 2021, related to the consolidated financial statements of Escalon Medical Corp. and Subsidiaries (the “Company”) as of June 30, 2021 and 2020, and for the years then ended included in this Annual Report on Form 10-K for the year ended June 30, 2021. It should be noted that we have not audited any financial statements of the Company subsequent to June 30, 2021, or performed any audit procedures subsequent to the date of our report.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

In connection with the Annual Report on Form 10-K of Escalon Medical Corp. (the “Company”) for the fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. DePiano, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

In connection with the Annual Report on Form 10-K of Escalon Medical Corp. (the “Company”) for the fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Wallace, Chief Operating Officer and Principal Financial & Accounting Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Richard J. DePiano Jr.
Richard J. DePiano Jr.
Chief Executive Officer
Date: September 27, 2021


/s/ Mark Wallace
Mark Wallace
Chief Operating Officer and Principal Accounting & Financial Officer