Rainmaker Systems, Inc. Announces Intention to Trade on OTCQX Market

Rainmaker Systems, Inc. Announces Intention to Trade on OTCQX Market

CAMPBELL, CA(Marketwired - Jul 1, 2013) - Rainmaker Systems, Inc. (OTCQB: RMKR) (the "Company"), a recognized technology leader in the rapidly emerging Cloud-based B2B e-Commerce market, today announced its intention to move the listing of its common stock to the OTCQX. The Company has appointed Scarsdale Equities, LLC as its designated advisor for disclosure, a requirement of the OTCQX. The move remains subject to the listing approval requirements of the OTCQX, and the Company expects that its stock will continue to trade under the same ticker symbol (RMKR). In addition, the Company announced that it has voluntarily ended its appeal of the previously disclosed delisting from the NASDAQ Stock Market (NASDAQ) and will remain on the OTCQB, an electronic trading platform of the OTC Markets Group, until such time that the Company qualifies to transfer to the OTCQX.

"As we were processing our appeal, we continued to carefully evaluate our options to maintain our listing on NASDAQ," stated Don Massaro, president and CEO of Rainmaker. "That included whether or not to implement a reverse split to satisfy the minimum share price requirement."

"Our detailed review involved looking at many factors, including the costs associated with the compliance obligations and restrictions that result from listing on NASDAQ," said Massaro. "We believe there is significant benefit to existing and future shareholders to move our common stock to the OTC. The Company's common stock will continue trading on the OTC under the ticker RMKR. In addition, we have begun the process to upgrade our listing to the OTCQX, the OTC's premier tier, as we believe it will offer benefits similar to a traditional exchange listing with major institutional investor participation and strong liquidity."

The move to the OTC does not alter the Company's SEC reporting obligations under applicable securities laws. Accordingly, the Company will continue to file its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K.

As previously disclosed, the Company faced delisting due to violation of Listing Rule 5550(b)(1) because its stockholders' equity had fallen below the required minimum. Due to the NASDAQ Hearings Panel not having sufficient information to conclude that the Company would regain compliance before the applicable deadline, the Panel decided to delist the Company's stock. The Company's subsequent request to file an appeal was confirmed by the NASDAQ Office of Appeals and Review on June 13, 2013.