UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 1015, 2019

Determine, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-29637

77-0432030

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~615~~5614 ~~West~~Connecticut ~~Carmel~~Ave ~~Drive~~NW, Suite ~~100, Carmel, Indiana 46032~~257

Washington, DC 20015

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (~~650~~202) ~~532~~341-~~1500~~4245

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0102. ~~Completion~~ Departure of ~~Acquisition~~Directors or ~~Disposition~~Certain Officers; Election of ~~Assets~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnFollowing ~~April~~the ~~10,~~approval ~~2019,~~by ~~Determine,~~the ~~Inc.~~Board ~~(“Determine”~~of orDirectors (the “~~Company~~Board”) ~~held~~of aDetermine, ~~special~~Inc. ~~meeting~~(formerly ofknown ~~stockholders~~as Selectica, Inc.), a Delaware corporation (the “~~Determine Special Meeting~~Company”), atof ~~which~~ the ~~stockholders~~dissolution, ~~approved~~winding ~~the~~up ~~sale~~and liquidation of ~~substantially~~the ~~all~~Company and plan of ~~Determine’s~~liquidation ~~assets~~as ~~(the~~discussed ~~“Asset~~in ~~Sale”)~~Item as8.01 ~~contemplated~~this byCurrent ~~the~~Report ~~Asset~~on ~~Purchase~~Form ~~Agreement~~8-K, ~~dated~~each ~~February~~of 10Michael Brodsky, ~~2019~~Patrick ~~(the~~Stakenas, ~~“Purchase~~Alan ~~Agreement”)~~Howe, byMichael Gullard, Lloyd Sems, William Angeloni and ~~among~~Steven ~~Determine~~Sovik resigned from his position as a member of the Board, ~~Corcentric~~effective April 17, ~~Inc~~2019. ~~(“Parent”)~~Following ~~and~~such ~~Corcentric Acquisition~~resignations, ~~LLC (~~the ~~“Buyer”)~~Board consists of one member, ~~and~~independent ~~the~~Board ~~other~~member ~~transactions~~Michael ~~contemplated~~Casey, bywho ~~the~~shall ~~Purchase~~also ~~Agreement~~serve (as Chairman of the ~~“Transactions”)~~Board of Directors. The ~~Asset~~Board ~~Sale~~reduced ~~and~~the ~~Buyer’s~~existing ~~assumption~~$80,000 ofannual ~~certain~~Board ~~related~~retainer ~~liabilities~~previously ~~was~~payable ~~consummated~~in oncash ~~April~~and 10equity to a $75,000 ~~2019~~annual cash retainer, ~~shortly~~and ~~after~~eliminated ~~such~~all ~~stockholder~~committee ~~approval~~retainer payments previously payable.

The Company ~~previously~~also ~~disclosed~~terminated the ~~terms~~employment of Messrs. Patrick Stakenas and John Nolan effective April 15, 2019. On such date Mr. Stakenas subsequently resigned from his position as President and Chief Executive Officer of the ~~Asset~~Company. ~~Sale~~The Board also approved the engagement of Mr. Nolan as a consultant to the Company and his appointment to serve as President, Secretary and Treasurer of the ~~Purchase~~Company ~~Agreement~~for onpurposes ~~its~~of ~~Current~~effecting ~~Report~~the ondissolution, ~~Form~~winding ~~8-K~~up ~~filed~~and onliquidation ~~February~~of 11the Company. In connection with Mr. Nolan’s appointment, the Company has entered into a Consulting Agreement with Mr. Nolan dated April 16, 2019 whereby he would provide services to the Company as an independent contractor for purposes of effecting the dissolution, winding up and inliquidation ~~its~~of ~~definitive~~the ~~proxy~~Company. ~~statement~~As onconsideration ~~Schedule~~for ~~14A~~such ~~filed~~services, the Company will compensate Mr. Nolan on ~~March~~an 11hourly basis of $275 per hour, ~~2019~~with a minimum payment of $12,000 asper ~~supplemented~~month onthrough ~~Schedule~~April ~~14A~~16, 2020, which minimum amount shall be reduced to $9,000 per month for each month thereafter though April 16, 2021 and further reduced to $6,000 per month for each month thereafter until the end of the three year period after the Company’s dissolution where the Company continues solely for the purpose of suit and winding up affairs under the Delaware General Corporation Law. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on ~~March~~Form ~~12,~~8-K ~~2019~~and is incorporated herein by reference.

AsMr. ~~consideration~~Nolan ~~for~~served as Chief Financial Officer of the ~~Asset~~Company, ~~Sale~~from October 7, ~~Buyer~~2015 ~~paid~~until ahis ~~total~~aforementioned ~~purchase~~resignation. ~~price~~Prior ofto ~~$32~~joining the Company,~~000,000~~ inMr. ~~cash~~Nolan (was the ~~“Purchase~~President ~~Price”)~~of ~~(subject~~Quadel toConsulting aCorporation ~~working~~since ~~capital~~2013. ~~adjustment~~Mr. asNolan ~~provided~~joined inQuadel ~~the~~Consulting ~~Purchase~~Corporation ~~Agreement).~~in At2006 ~~the~~and ~~closing~~previously ofserved ~~the~~as ~~Asset~~its ~~Sale~~Executive ~~(the~~Vice ~~“Closing”)~~President, ~~Buyer~~Chief ~~delivered~~Financial toOfficer, ~~Determine~~Chief aOperating ~~cash~~Officer ~~payment~~and ~~equal~~Vice President. Prior to ~~$29~~joining Quadel,~~782,000,~~ ~~representing~~Mr. ~~the~~Nolan ~~Purchase~~held ~~Price~~various senior management positions with MCI Inc., ~~minus~~including Vice President of Corporate Finance for MCI Telecommunications Inc. and Vice President of Corporate Finance for the ~~Escrow~~MCI ~~Amount~~Group. ~~(as~~He ~~defined~~was ~~below)~~responsible for planning, ~~minus~~segment ~~$217~~reporting,~~500,~~ and profitability modeling for the ~~premium~~$21 tobillion ~~obtain~~company, anand ~~insurance~~led ~~policy~~MCI's ~~selected~~restructuring efforts by ~~Buyer~~creating ~~providing~~the ~~insurance~~financial ~~coverage~~plan toof ~~Buyer~~reorganization. inDuring ~~the~~his ~~event~~fifteen-year oftenure ~~breach~~at orMCI, ~~inaccuracy~~he ofalso oversaw the ~~representations~~purchase and ~~warranties~~integration of ~~the~~several ~~Company~~companies ~~under~~and ~~the~~held ~~Purchase~~various ~~Agreement~~other accounting and finance management positions. AtPrior ~~the~~to ~~Closing,~~joining $2MCI,~~000,000~~ ofhe ~~Purchase~~held ~~Price~~accounting ~~(the~~positions ~~“Escrow~~at ~~Amount”)~~IBM, ~~was~~where ~~withheld~~he ~~and~~worked ~~placed~~from in1988 ~~escrow~~to as1990. ~~security~~Mr. ~~for~~Nolan ~~the~~has ~~indemnification,~~spoken ~~compensation~~on ~~and~~financial ~~reimbursement~~leadership ~~obligations~~and ofcost ~~the~~analysis ~~Company~~at ~~under~~Chief ~~the~~Financial ~~Purchase~~Officer ~~Agreement~~Magazine, ~~(the~~Better ~~“Escrow~~Management ~~Fund”)~~Live and, ~~unless~~IDC ~~earlier~~conferences. ~~used~~The tocosting ~~satisfy~~systems ~~claims~~he ~~pursuant~~put toin place at MCI received the ~~terms~~2004 ofEnterprise Intelligence award from the ~~Purchase~~software ~~Agreement,~~company ~~such~~SAS. ~~amount~~Mr. ~~will~~Nolan ~~remain~~has a Bachelor’s degree in ~~the~~Management ~~Escrow~~from ~~Fund~~Tulane University and ~~will~~a beMaster’s ~~delivered~~degree toin Business Administration from the ~~Company~~University ~~shortly~~of ~~after~~Texas ~~the~~at ~~twelve~~Austin. ~~(12)~~Mr. ~~month~~Nolan ~~anniversary~~earned ofhis ~~the~~CPA ~~Closing~~license in Virginia.

~~The~~Item ~~foregoing~~5.03. ~~description~~Amendments ~~of the Asset Sale and the Purchase Agreement does not purport~~ to beArticles ~~complete and is qualified by reference to the full text~~ of ~~the~~Incorporation ~~Purchase~~or ~~Agreement~~Bylaws; ~~filed~~Change asin ~~Exhibit~~Fiscal 2Year.~~1 to Determine’s Current Report on Form 8-K filed on February 11, 2019 and is incorporated herein by reference.~~

~~Item~~Amendment ~~5.07. Submission of Matters~~ to aCertificate ~~Vote~~ of ~~Security Holders.~~Incorporation

On April 10, 2019, ~~Determine held~~ the ~~Determine~~Company’s ~~Special~~stockholders ~~Meeting~~approved ina ~~Carmel,~~proposal ~~Indiana.~~to Asamend ~~of March 7, 2019,~~ the Company’s ~~record~~Certificate ~~date~~of ~~for~~Incorporation, ~~the~~as ~~Determine Special Meeting~~amended, ~~there~~to ~~were~~remove a ~~total~~prohibition ofon ~~25,769,783~~the ~~shares~~ability of ~~common~~the ~~stock,~~stockholders ~~par~~to ~~value~~act ~~$0.0001~~by ~~per~~written ~~share,~~consent (the “~~Determine~~Charter ~~common stock~~Amendment”). ~~outstanding~~On ~~and~~April ~~entitled~~15, to2019, ~~vote~~the atBoard approved the ~~Determine~~filing ~~Special~~of ~~Meeting.~~the AtCharter ~~the~~Amendment. ~~Determine~~On ~~Special~~April ~~Meeting~~17, 192019,~~360,601~~ ~~shares~~the ofCharter ~~Determine~~Amendment ~~common~~was ~~stock~~filed ~~were~~by ~~present~~the orCompany ~~represented~~with bythe ~~proxy~~Secretary ~~and,~~of ~~therefore,~~State aof ~~quorum~~the ~~was~~State ~~present~~of Delaware. The ~~Company’s~~foregoing ~~stockholders~~description ~~voted~~of onthe ~~four~~Charter ~~proposals,~~Amendment ~~each~~does ofnot ~~which~~purport ~~was~~to ~~approved~~be complete and is qualified in its entirety by reference to the ~~requisite~~Charter ~~vote~~Amendment, ofwhich ~~the~~is ~~Company’s~~filed ~~stockholders~~as Exhibit 3.1 ~~The~~to ~~final~~this ~~voting~~Current ~~results~~Report ~~for~~on ~~the~~Form ~~proposals~~8-K ~~are~~and ~~set~~is ~~forth~~incorporated ~~below~~herein by reference.

~~Proposal~~Item 1:8.01. AOther ~~proposal (the “Asset Sale Proposal”) to authorize and approve the Purchase Agreement and the Asset Sale and the Transactions~~Events.

For	Against	Abstain
16,086,389	3,273,409	803

On April 15, 2019, the Board approved the dissolution, winding up and liquidation of the Company, and adopted a Plan of Liquidation and Distribution (the “Plan of Liquidation”). Pursuant to the Plan of Liquidation, the Company will (i) pay or provide for all claims and obligations known to it, (ii) provide for any claim which is the subject of a pending action, suit or proceeding to which it is a party, (iii) provide for claims that have not been known to it but are likely to arise within ten (10) years after the date of dissolution, (iv) after providing for (i) through (iii), distribute the remaining assets, to the extent owed, to the Company’s existing creditors, and (v) after providing for (iv), distribute any remaining assets to the Company stockholders in accordance with the Company’s Certificate of Incorporation, as amended. The Plan of Liquidation also provides that the Company will make applicable filings and take such other actions as are found to be appropriate to carry out the Plan of Liquidation.

~~Proposal~~In 2:connection Awith ~~proposal~~the Plan of Liquidation, the Company intends to file a preliminary information statement with the Securities and Exchange Commission (“SEC”) in order to notify the stockholders of the Company of action to be taken by written consent of its stockholders to approve the dissolution, onwinding anup ~~advisory,~~and ~~non-binding~~liquidation ~~basis~~of the Company, ~~certain~~and ~~compensation~~the ~~that~~Plan ~~has,~~of ~~will~~Liquidation. orUpon ~~may~~effectiveness beof ~~paid~~the orstockholder ~~become~~approval, ~~payable~~the Company intends to ~~Determine’s~~file ~~named~~a ~~executive~~certificate ~~officers~~of indissolution ~~connection~~and ~~with~~take the ~~Transactions~~actions further described in the preceding paragraph.

For	Against	Abstain
15,197,986	4,142,063	20,552

In addition, the Company currently intends to file with the SEC in April 2019 a Certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act (the “Deregistration”).

~~Proposal~~On 3:April A18, ~~proposal~~2019, tothe ~~amend~~Company ~~the~~issued ~~Certificate~~a ofpress ~~Incorporation~~release of(the ~~Determine~~“Press toRelease”) ~~remove~~announcing the ~~restriction~~Company’s onintent ~~stockholders~~to ofdissolve, ~~Determine~~wind ~~acting~~up byand ~~written~~liquidate ~~consent~~the Company, the ~~approval~~Plan of ~~which~~Liquidation, ~~would~~the ~~give~~Deregistration, the ~~board~~Company’s ofintent ~~directors~~to ~~the~~withdraw ~~authority~~its ~~but~~shares ~~not~~from trading on the ~~obligation~~OTC tomarkets ~~amend~~and ~~the~~related ~~Certificate~~matters. A copy of ~~Incorporation~~the inpress ~~its~~release ~~discretion~~is attached as Exhibit 99.1 and is incorporated herein by reference.

For	Against	Abstain
15,764,895	3,570,767	24,939

Item 9.01. Financial Statements and Exhibits.

~~Proposal~~(d) 4: A proposal to adjourn or postpone the Determine Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Asset Sale Proposal if there are not sufficient votes at the time of the Determine Special Meeting to approve the Asset Sale Proposal.Exhibits

For	Against	Abstain
Exhibit Number		Description
15,240,223	4,119,827	551
3.1		Amendment to the Certificate of Incorporation of the Company
10.1		Consulting Agreement, dated April 16, 2019, by and between the Company and John Nolan.
99.1		Press Release issued April 18, 2019.

~~There~~Forward ~~were~~Looking ~~no broker non-votes with respect to any of these matters.~~Statements

~~Item~~Some 8of the statements in this report may include forward-looking statements that reflect current views with respect to future events, and the Company may make related oral, forward-looking statements on or following the date hereof.01 Statements that include the words “should,” “would,” “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements in this material or similar oral statements for purposes of the U. ~~Other~~S. ~~Events~~federal securities laws or otherwise. Such statements are “forward looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Because forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in filings with the SEC. The forward-looking statements in this material represent the Company’s views as of the date of this material. The Company anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it has no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this material.

On April 10, 2019, a press release was issued, announcing the completion of the Asset Sale pursuant to the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(b) Pro Forma Financial Information:

Date: April 18, 2019



	DETERMINE, INC.



	By:	/s/ John Nolan
		John Nolan
		President

The following Unaudited Pro Forma Condensed Consolidated Financial Statements giving effect to the Asset Sale is included in the Company’s definitive proxy statement on Schedule 14A filed on March 11, 2019, beginning on page 17, which is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:

● an unaudited pro forma condensed consolidated balance sheet as of December 31, 2018 as if the sales transaction had occurred as of December 31, 2018

● unaudited pro forma consolidated statements of operations for the 9 months ended December 31, 2018 and the years ended March 31, 2018 and 2017 as if the sales transaction had occurred as of April 1, 2016

(d)

Exhibit Number		Description
99.1		Press Release dated April 10, 2019
99.2		Unaudited pro forma condensed consolidated financial statements

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DETERMINE, INC.
		(Registrant)
Date:	April 10, 2019	By:	/s/ John Nolan
			John Nolan
			Chief Financial Officer

Filing Compare · DETERMINE, INC.