DETERMINE, INC. (NASDAQ:DTRM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Registered Direct Offering

On June21, 2017, Determine, Inc. (we, us or our) entered into a
securities purchase agreement with certain investors, to which we
agreed to sell, and the investors agreed to purchase, subject to
the terms and conditions expressed therein,2,184,000 shares of
our common stock at a price of $2.50 per share, for aggregate
gross proceeds of approximately $5.46 million. We expect the
offering to close on or about June26, 2017, subject to the
satisfaction of customary closing conditions, and expect that the
net proceeds from the offering will be approximately $4.87
million after deducting the placement agents fee and estimated
offering expenses payable by us.

On June 21, 2017, we also entered into a placement agency
agreement with Lake Street Capital Markets, LLC (Lake Street), to
which we retained Lake Street as the exclusive placement agent
for the offering of shares of common stock and will pay Lake
Street a fee of approximately $327,600 in connection with the
offering. The placement agency agreement provides that we will
indemnify Lake Street against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the
Securities Act).

The shares are being offered and sold to a prospectus supplement
dated June21, 2017 and an accompanying base prospectus dated
November16, 2015, to our shelf registration statement on FormS-3
(File No. 333-207841) which was declared effective by the
Securities and Exchange Commission on November16, 2015. The
opinion of our counsel regarding the validity of the shares sold
in the offering is filed herewith as Exhibit5.1.

The foregoing descriptions of the securities purchase agreement
and placement agency agreement are not complete and are qualified
in their entirety by reference to the full text of the securities
purchase agreement and placement agency agreement, respectively,
copies of which are filed as Exhibits10.1 and 10.2 to this
Current Report on Form8-K and are incorporated by reference
herein. The securities purchase agreement and placement agency
agreement have been filed with this Current Report on Form8-K to
provide investors and security holders with information regarding
their terms. They are not intended to provide any other factual
information about our company. The representations, warranties
and covenants contained in the securities purchase agreement and
placement agency agreement were made only for purposes of such
agreements and as of specific dates and were solely for the
benefit of the parties to such agreements, and may be subject to
limitations agreed upon by the contracting parties. The
representations and warranties have been made for the purposes of
allocating contractual risk between the parties to the agreements
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the securities purchase
agreement or placement agency agreement and should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of our company or any of our subsidiaries or
affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date
of the securities purchase agreement and placement agency
agreement, which subsequent information may or may not be fully
reflected in our public disclosures.

Note Conversion

On June 21, 2017, Lloyd I. Miller, III, our largest stockholder,
and certain of his affiliated entities (collectively, the
Holders)elected to convertapproximately $970,000 of outstanding
interest and principal payable under junior secured convertible
promissory notes dated as of March 11, 2015, as amended from time
to time (the Notes), into an aggregate of 170,733shares of our
common stock (the Conversion Shares) at the conversion price of
$5.70 per share. To induce the Holders to convert such Notes, we
entered into a subscription and investment representation
agreement (the Subscription Agreement) with the Holders to which
we will issue an aggregate of 218,540 additional shares of common
stock to the Holders (the Inducement Shares) under the terms and
conditions further set forth in the Subscription Agreement.The
Conversion Shares and the Inducement Shares combined will result
inthe acquisition of shares at a priceapproximately equivalentto
the price to the investors of the shares sold in the offering
described under Registered Direct Offering above. Upon the
consummation of the conversion, approximately $2.3 million of
outstanding interest and principal will remain payable under the
Notes. The Subscription Agreement also provides that the
Inducement Shares will be subject to the same registration rights
as the Conversion Shares, which rights consist of an obligation
for us to file a registration statement to register such shares
for resale by the Holders.

The foregoing description of the Subscription Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Subscription Agreement, a copy of which is filed
as Exhibit10.3 to this Current Report on Form8-K and is
incorporated by reference herein.

The issuance of the Conversion Shares and the Inducement Shares
will be exempt from registration under the Securities Act in
reliance on Section 4(a)(2) of the Securities Act as a
transaction by an issuer not involving a public offering.

DETERMINE, INC. Exhibit
EX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm Exhibit 3.1         AMENDED AND RESTATED BYLAWS OF   DETERMINE,…
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About DETERMINE, INC. (NASDAQ:DTRM)

Determine, Inc., (Determine), formerly Selectica, Inc., is a provider of enterprise contract management, supply management and configuration solutions. The Company is engaged in providing software as a service (SaaS) Source to Pay and Enterprise Contract Lifecyclem Management (ECLM) solutions. Its Source to Pay software suite includes strategic sourcing, supplier management, contract management and procure-to-pay applications. The Determine Cloud Platform gives procurement, finance and legal professionals the ability to deliver insights through analysis of their supplier relationships and contractual requirements. The Determine platform is an open technology infrastructure based on smart process application models. In addition to its source to pay and enterprise contract lifecycle management solutions suite, it also provides a configuration engine solution. Determine’s Configuration engine consolidates the management and dissemination of complex product information.