Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 9)

 

Determine, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

 

	250660107
	(CUSIP Number)

 

Neil S. Subin, 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida, 33405  (Tel.) (561) 287-5399

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

	April 10, 2019
	(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ x ].

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

Page 1 of 8 pages

 

________________

¹ The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.

250660107

13D/A9

Page 2 of 8

 

1	NAME OF REPORTING PERSON
	Neil S. Subin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a)	[  ]
			(b)	[x]
3	SEC USE ONLY
4	_______________ SOURCE OF FUNDS*
	PF-AF-OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		8,586,121
	8	SHARED VOTING POWER
		241,461
	9	SOLE DISPOSITIVE POWER
		8,586,121
	10	SHARED DISPOSITIVE POWER
		241,461

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,827,582* * The shares reported herein consist of (i) 8,211,325 shares of common stock, (ii) Warrants to purchase 159,884 shares of common stock at an exercise price of $7.00 per share, (iii) Warrants to purchase 137,225 shares of common stock at an exercise price of $7.00 per share, and (iv) Warrants to purchase 319,148 shares of common stock at an exercise price of $6.00 per share.1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.3%2
14	TYPE OF REPORTING PERSON*
	OO

 

¹ In prior Schedule 13D filings the Reporting Person inadvertently included shares underlying certain Series A Warrants. Such Warrants expired without being exercised on November 30, 2018.

² The percentages reported in this Schedule 13D/A are based upon 26,475,483 outstanding shares of common stock (as described in Item 5 hereto).

 

 

SCHEDULE 13D/A9

 

This constitutes Amendment No. 9 (this “Amendment”) to the statement on Schedule 13D filed on behalf of Neil S. Subin (“Mr. Subin” or “Reporting Person”), dated and filed January 23, 2018 (as amended, the “Statement”), relating to the common stock, $0.0001 par value per share (the “Common Stock” or “Shares”), of Determine, Inc. (the “Company” or “Determine”). The Company’s principal executive office is located at 615 West Carmel Drive, Suite 100, Carmel, IN 46032. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

 

Explanatory Note:

 

This Schedule 13D is filed by Mr. Subin, with respect to Shares held by certain entities owned by or for the benefit of the family of the late Mr. Lloyd I. Miller, III (the “Miller Entities”) and does not include certain Shares reported separately by Alimco Financial Corporation (“Alimco”). Alimco has filed a Schedule 13D with respect to Shares held by Alimco. Certain of the Miller Entities hold approximately 85% of the outstanding shares of common stock of Alimco. Mr. Subin and Alimco respectively disclaim (i) the existence of, and membership in, a "group" under Section 13(d)(3) of the Securities Exchange Act of 1934, and (ii) beneficial ownership of the securities reported by the other reporting person.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

 

Mr. Subin (i) has succeeded to the position of President and Manager of Milfam LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III (the “Miller Entities”), and (ii) serves as trustee of a number of Miller Family trusts, including, among others, (a) LIM III - Trust A-4 (“LIM III- Trust A-4”), (b) MBM - Trust A-4 (“MBM - Trust A-4”), (c) Milfam I L.P. (“Milfam I”), (d) Milfam II L.P. (“Milfam II”), (e) Trust C (“Trust C”), (f) Trust D (“Trust D”), (g) Lloyd I. Miller, III Revocable Trust (“LIM Revocable Trust”), and (h) the Trust Account (the “Trust Account”).

 

All of the Shares purchased by LIM III - Trust A-4 were purchased with funds generated and held by LIM III - Trust A-4. The aggregate purchase price for the Shares purchased by LIM III - Trust A-4 was approximately $1,790,703.00. All of the Shares purchased by MBM - Trust A-4 were purchased with funds generated and held by MBM - Trust A-4. The aggregate purchase price for the Shares purchased by MBM - Trust A-4 was approximately $1,790,680.00. All of the Shares Mr. Subin is deemed to beneficially own as the manager of the general partner of Milfam I were purchased with money contributed to Milfam I by its partners or money generated and held by Milfam I. The aggregate purchase price for the Shares purchased by Milfam I was approximately $840,150.00. All of the Shares Mr. Subin is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares purchased by Milfam II was approximately $7,126,897.00. All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was approximately $1,914,250.00. All of the Shares purchased by Trust D were purchased with funds generated and held by Trust D. The aggregate purchase price for the Shares purchased by Trust D was approximately $8,334.00. All of the Shares purchased by LIM Revocable Trust were purchased with funds generated and held by the LIM Revocable Trust. The aggregate purchase price for the Shares purchased by the LIM Revocable Trust was approximately $690,419.00. All of the Shares held by the Trust Account were purchased with funds generated and held by the Trust Account. The aggregate purchase price for the Shares purchased by the Trust Account was approximately $749,998.00.

 

 

The aggregate purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments, if applicable.

 

Item 4.

Purpose of the Transaction

 

Item 4 of the Statement is hereby amended by adding at the end thereof the following:

 

The purpose of this Amendment is to report that, since the filing of Amendment No. 8 to the Statement on Schedule 13D, dated March 13, 2019 (the “Amendment No. 8”), on April 10, 2019, Corcentric Acquisitions, LLC (“Corcentric”) completed its purchase of substantially all of the assets of Determine (the “Asset Sale”). The Asset Sale was approved by the Board of Directors of both Determine and Corcentric, and their respective stockholders, and completed as an all-cash transaction for $32,000,000.00. Pursuant to the Asset Sale, Determine paid off the (i) Junior Secured Convertible Promissory Notes, dated March 11, 2015 (“March 2015 Notes”), (ii) Junior Secured Convertible Promissory Notes, dated December 16, 2015 (“December 2015 Notes”), (iii) Junior Secured Convertible Promissory Notes, dated December 27, 2016 (“December 2016 Notes”), and (iv) Junior Secured Promissory Notes, dated December 21, 2018 (“December 2018 Notes”) issued by Determine. In addition, in connection with the Asset Sale, Determine paid all amounts outstanding to Western Alliance Bank (as successor in interest to Bridge Bank National Association) (“Western”) under that certain Amended and Restated Business Financing Agreement, dated as of July 25, 2014, by and among Determine, Western, and Selecta Sourcing Inc. (as amended from time to time). As a consequence certain guarantees of the indebtedness owed by Determine to Western entered into by the Miller Entities and Alimco were terminated. In connection with the termination of such guarantees, Determine paid the Miller Entities that issued such guarantees a total of $528,400.19 and Alimco a total of $1,184,851.13.

 

The summary set forth above does not purport to be complete and is qualified in its entirety by reference to the Company’s Form 8-K filed on April 10, 2019, which is incorporated by reference herein.

 

Except as set forth herein or such as would occur upon completion of any of the actions discussed above, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investments in the Company on a continuing basis and engage in discussions with management and the Board concerning the business, operations, strategy and future plans of the Company, and otherwise with the objective of enhancing shareholder value. The Reporting Person may in the future take such actions with respect to his investments in the Company as he deems appropriate, including, without limitation, seeking Board representation, making proposals to the Company concerning changes to the capitalization, ownership structure, assets or operations of the Company, acquiring additional Shares or other securities, disposing of some or all of his Shares or other securities, engaging in short selling of or any hedging or similar transaction with respect to the Shares or other securities or changing his intention with respect to any and all matters referred to in Item 4.

 

The Reporting Person reserves the right to change plans and take any and all actions that the Reporting Person may deem appropriate to maximize the value of his investments, including, among other things, purchasing or otherwise acquiring additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Company or his business or securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. The Reporting Person may take any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by applicable law.

 

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

 

(a)       Mr. Subin may be deemed to beneficially own 8,827,582 Shares, which is equal to approximately 33.3% of the 26,475,483 outstanding Shares. As of the date hereof, (a) 408,268 of such beneficially owned Shares are owned of record by LIM III - Trust A-4 (including Shares underlying (i) a warrant to purchase 28,779 Shares, and (ii) a warrant to purchase 24,700 Shares), (b) 408,266 of such beneficially owned Shares are owned of record by MBM - Trust A-4 (including Shares underlying (i) a warrant to purchase 28,779 Shares, and (ii) a warrant to purchase 24,701 Shares), (c) 411,087 of such beneficially owned Shares are owned of record by Trust C (including Shares underlying (i) a warrant to purchase 15,988 Shares, (ii) a warrant to purchase 13,722 Shares, and (iii) a warrant to purchase 79,787 Shares), (d) 2,100 of such beneficially owned Shares are owned of record by Trust D, (e) 291,138 of such beneficially owned Shares are owned of record by Milfam I (includes Shares underlying a warrant to purchase 79,787 Shares), (f) 239,361 of such beneficially owned Shares are owned of record by the Trust Account (including Shares underlying a warrant to purchase 79,787 Shares), (g) 6,816,542 of such beneficially owned Shares are owned of record by Milfam II (including Shares underlying (i) a warrant to purchase 86,338 Shares, (ii) a warrant to purchase 74,102 Shares, and (iii) a warrant to purchase 79,787 Shares), and (h) 250,820 of such beneficially owned Shares are owned by LIM Revocable Trust.

 

Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the 26,475,483 outstanding Shares referenced above is the total of the following amounts: (i) 25,859,226 outstanding Shares as reported in the Company’s Schedule 14C filed on April 18, 2019, (ii) a warrant to purchase 159,884 Shares at an exercise price of $7.00 per share, (iii) a warrant to purchase 137,225 Shares at an exercise price of $7.00 per share, and (iv) a warrant to purchase 319,148 Shares at an exercise price of $6.00 per share.

 

As reported by Alimco in a separate filing, Alimco may be deemed to beneficially own approximately 5,428,457 Shares, which is equal to approximately 21.0% of the 25,859,226 outstanding Shares. An officer and director of Alimco also has beneficial ownership of Shares of the Company, as described in the report filed separately by Alimco. The Shares reported by Mr. Subin in this Filing do not include Shares reported separately by Alimco.

 

As reported by Alimco in a separate filing, Mr. Subin serves as a member of the Board of Alimco. Certain of the Miller Entities hold approximately 85% of the outstanding shares of common stock of Alimco. Alimco has separately reported beneficial ownership of certain securities of the Company held by Alimco, constituting in the aggregate approximately 21.0% of the outstanding Shares of the Company as described in such report. Each of Mr. Subin, the Miller Entities, and Alimco disclaims beneficial ownership of the Shares and other securities covered by this Amendment or securities convertible into or exercisable for Common Stock, other than any Shares or other securities reported herein as being directly owned by him or it, as the case may be. Mr. Subin and Alimco may be deemed to constitute a “group” for purposes of Section 13(d) the Exchange Act. Each of Mr. Subin and Alimco disclaims the existence of, and membership in, a “group” within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder.

 

 

(b)          Mr. Subin may be deemed to have sole voting and dispositive power for all Shares held by LIM III - Trust A-4, MBM - Trust A-4, Trust C, Milfam I, Milfam II, and LIM Revocable Trust.  Mr. Subin may be deemed to have shared voting and dispositive power for all Shares held by Trust D and the Trust Account.

 

(c)          The following table details the transactions effected by the Reporting Person since the filing of Amendment No. 8:

 

	LIM III - Trust A-4
Date of Transaction	Number of Shares Disposed	Price Per Share
April 10, 2019	78,869	$5.70*
April 10, 2019	127,906	$3.00**

 

	MBM - Trust A-4
Date of Transaction	Number of Shares Disposed	Price Per Share
April 10, 2019	78,869	$5.70*
April 10, 2019	127,906	$3.00**

 

	LIM Revocable Trust
Date of Transaction	Number of Shares Disposed	Price Per Share
April 10, 2019	157,738	$5.70*
April 10, 2019	255,813	$3.00**

 

	Milfam II
Date of Transaction	Number of Shares Disposed	Price Per Share
April 10, 2019	157,738	$5.70*
April 10, 2019	255,813	$3.00**
April 10, 2019	434,648	$3.00***

 

*In connection with the Asset Sale, the March 2015 Notes were paid in full through April 10, 2019.

 

** In connection with the Asset Sale, the December 2015 Notes were paid in full through April 10, 2019.

 

*** In connection with the Asset Sale, the December 2016 Notes were paid in full through April 10, 2019.

 

In addition, in connection with the Asset Sale, the December 2018 Notes in the amount of $1,556,012.14 were paid in full through April 10, 2019.

 

 

The following table details the transactions by Alimco since the filing of Amendment No. 8, which are excluded from the Shares reported in this Amendment.

 

Date of Transaction	Number of Shares Disposed	Price Per Share
April 10, 2019	298,448	$3.00*
April 10, 2019	434,648	$3.00**

 

* In connection with the Asset Sale, the December 2015 Notes were paid in full through April 10, 2019.

 

** In connection with the Asset Sale, the December 2016 Notes were paid in full through April 10, 2019.

 

In addition, in connection with the Asset Sale, the December 2018 Notes in the amount of $1,556,012.14 were paid in full through April 10, 2019.

 

In addition, as noted above, on November 30, 2018, Series A Warrants to purchase a total of 113,595 shares of common stock at an exercise price of $7.75 per share held by Milfam II, LIM III - Trust A-4, MBM - Trust A-4 and LIM Revocable Trust expired without being exercised.

 

(d)       No Persons other than the Reporting Person have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

 

(e)       Not Applicable.

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 22, 2019

 

	By:	/s/Neil S. Subin
		Neil S. Subin