Determine, Inc. (NasdaqCM:DTRM) announced that it has entered into a note purchase agreement for a private placement of junior secured convertible promissory notes for gross proceeds of $2,500,000 on December 16, 2015. The transaction included participation from new investor Alliance Semiconductor Corporation which invested for $700,000 and existing investors, Lloyd I. Miller, III which invested for $600,000, Milfam II, LP, a fund managed by Milfam LLC which invested for $600,000, Lloyd I. Miller Trust A-4, for $600,000. The notes carry a coupon of 8% per annum and would mature on December 16, 2020.

The notes are convertible into common shares of the company at a conversion price of $3.75 per share. The maturity date the company offers and sells share of its common stock in a transaction primarily intended to raise capital at a price per share of $3.25 or less, then the conversion price for the notes will be reduced to such common stock offering price plus $0.50 per share. The notes may be prepaid or called by the company prior to the maturity date.

In the event of default, the notes will bear interest at the rate of 13% per year. The company has issued securities pursuant to exemption provided under Regulation D.