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Published on 7/21/2014 in the Prospect News PIPE Daily.

Rainmaker Systems raises $2.55 million via placement of debt units

Two types of notes sold in units with 10-year warrants for four shares

By Devika Patel

Knoxville, Tenn., July 21 – Rainmaker Systems, Inc. settled a $2.55 million private placement of debt units on July 15, according to an 8-K filed Monday with the Securities and Exchange Commission. Scarsdale Equities, LLC was the agent.

The company sold 2.55 million units of a $1.00 secured convertible promissory note, a $0.50 supplemental secured promissory note and warrants for four common shares at $1.00 per unit.

The 8% convertible is due on July 15, 2019 and initially converts to stock at $0.25 per share.

The 8% supplemental note matures on July 15, 2019.

The 10-year warrants are initially exercisable at $0.08, a 42.86% discount to the July 14 closing share price of $0.14. The conversion price is a 78.57% premium to that price.

Proceeds will be used to repay debt owed to Comerica Bank and Agility Capital II, LLC and for general corporate purposes, including working capital.

Campbell, Calif.-based Rainmaker Systems provides business-to-business and cloud-based e-commerce services meant to increase online sales and renewal for products, subscriptions and training for enterprises in computer hardware and software, and information services industries.

Issuer:Rainmaker Systems, Inc.
Issue:Units of a $1.00 secured convertible promissory note, a $0.50 supplemental secured promissory note and warrants for four common shares
Amount:$2.55 million
Units:2.55 million
Price:$1.00
Warrants:Warrants for four shares per unit
Warrant expiration:10 years
Warrant strike price:$1.00
Agent:Scarsdale Equities, LLC
Settlement date:July 15
Stock symbol:OTCBB: RMKR
Stock price:$0.14 at close July 14
Market capitalization:$8 million
Convertible notes
Amount:$1.00 per unit
Maturity:July 15, 2019
Coupon:8%
Conversion price:$0.25
Conversion premium:78.57%
Supplemental notes
Amount:$0.50 per unit
Maturity:July 15, 2019
Coupon:8%

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