Form NT 10-Q DETERMINE, INC. For: Dec 31

February 15, 2019 6:12 AM














Washington, D.C. 20549


FORM 12b-25







☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒Form 10-Q ☐ Form N-SAR

☐ Form N-CSR 




For Period Ended: December 31, 2018




☐ Transition Report on Form 10-K


☐ Transition Report on Form 20-F


☐ Transition Report on Form 11-K


☐ Transition Report on Form 10-Q


☐ Transition Report on Form N-SAR




For the Transition Period Ended:



Read Instruction Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:






Full Name of Registrant:


Determine, Inc.


Former Name if Applicable: 


Address of Principal Executive Office (Street and Number):

615 West Carmel Drive, Suite 100

Carmel, Indiana 46032






PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;





The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and






The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.






The Registrant is unable to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2018 within the prescribed time period due to staffing limitations due to employee turnover in the Company’s finance department related to the recent departures of certain of its finance team who were responsible for financial statement preparation and reporting combined with finance resources required with respect to the Registrant’s recently announced strategic transaction which contributed to additional limitations on the remaining members of the Company’s finance department. Such delays could not be eliminated by the Company without unreasonable effort and expense and, as a result, the Company is unable to file its Annual Report on Form 10-Q in a timely manner. The Company expects to file its Quarterly Report on Form 10-Q no later than five calendar days after its original due date.






Name and telephone number of person to contact in regard to this notification


John Nolan







(Area Code)


(Telephone Number)



Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No



Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


As disclosed in Part III, the Company requires additional time to finalize its financial statements to be filed as part of its Form 10-Q for its fiscal quarter ended December 31, 2018. As a result, the Company is unable to provide a reasonable estimate of the results at this time.


Forward-Looking Statements


Certain statements in this filing are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. Words such as “outlook”, “believes”, “expects”, “appears”, “may”, “will”, “should”, “anticipates”, or the negative thereof or comparable terminology, are intended to identify such forward-looking statements. Any statement that is not a historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred, is a forward-looking statement.  Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore actual results may differ materially from those expressed in any forward-looking statements.  There can be no assurance that the Company may not identify a material weaknesses in its internal control over financial reporting, need to restate its financial statements or conclude that investors should no longer rely upon previously issued financial statements. Factors that might cause or contribute to such differences include, but are not limited to factors discussed under the section entitled “Risk Factors” in the Company’s reports filed with the SEC.  Many of such factors relate to events and circumstances that are beyond the Company’s control.  You should not place undue reliance on forward-looking statements. The forward-looking statements in this filing are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





Determine, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



Date: February 14, 2019


/s/ John K. Nolan



Name: John K. Nolan



Title: Chief Financial Officer




SEC Filings