Rainmaker Systems, Inc. Announces $5.8 Million Registered Direct Common Stock Offering

Rainmaker Systems, Inc. Announces $5.8 Million Registered Direct Common Stock 
Offering 
CAMPBELL, CA -- (Marketwire) -- 04/01/13 --  Rainmaker Systems, Inc.
(NASDAQ: RMKR) (the "Company") today announced that it has entered
into subscription agreements with members of its Board of Directors
and various other investors for the sale of an aggregate of
12,981,704 shares of the Company's common stock in an issuer
directed, registered direct offering. The shares were priced at
$0.45, the consolidated closing bid price on the NASDAQ Capital
Market on March 28, 2013, for gross proceeds to the Company of
approximately $5.8 million. The offering is expected to close on or
about April 3, 2013, subject to customary closing conditions. The
Company intends to use the proceeds from this offering for general
corporate purposes, including working capital and capital
expenditures. 
The shares described above are being offered directly by the Company
pursuant to a shelf registration statement that was declared
effective on March 7, 2011 by the Securities and Exchange Commission.
Copies of the prospectus supplement and accompanying base prospectus
relating to this offering may be obtained directly from the Company
at 900 East Hamilton Avenue, Suite 400, Campbell, California 95008,
Attention: Mallorie Burak, or from the website of the Securities and
Exchange Commission at www.sec.gov. 
The Company engaged Scarsdale Equities LLC to act as a placement
agent for the offering. 
This press release shall not constitute an offer to sell or
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. 
About Rainmaker 
Rainmaker is a Commerce-as-a-Service (CaaS) company that helps large
enterprises gain greater market share and increased brand awareness
for their cloud-based or on-premise based product offerings in the
worldwide SMB markets. 
Safe Harbor Statement 
This press release contains statements about future events and
expectations, or "forward-looking statements," all of which are
inherently uncertain. The Company has based those forward-looking
statements on management's current expectations and assumptions and
not on historical facts. Examples of these statements include, but
are not limited to, statements regarding the Company's expectations
of the dollar amount to be received in proceeds, the Company's
ability to complete an offering and the Company's expectations for
the use of proceeds from an offering. These forward-looking
statements involve a number of risks and uncertainties. For important
factors that may cause actual results to differ materially from those
indicated in our forward-looking statements, we refer you to the
information contained under the caption "Risk Factors" in Exhibit
99.2 of the Company's Current Report on Form 8-K filed on March 25,
2013 and in other filings the Company makes with the Securities and
Exchange Commission. The Company undertakes no obligation to update
the information contained in this press release to reflect
subsequently occurring events or circumstances. 
CONTACT:
Mallorie Burak
408.340.2510 landline 
408.893.9311 cell 
mallorie.burak@rmkr.com 
 
 
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