Rainmaker Systems, Inc. Announces Receipt of Delisting Notice From NASDAQ; Common Stock to Move to OTCQB Pending Appeal

Marketwired

CAMPBELL, CA--(Marketwired - Jun 12, 2013) - Rainmaker Systems, Inc. (NASDAQ: RMKR) (the "Company"), a recognized technology leader in the rapidly emerging cloud-based B2B e-Commerce market, today announced that it received notice from the NASDAQ Stock Market (NASDAQ) on June 11, 2013, that the NASDAQ Hearings Panel (the "Panel") has determined to delist the Company's shares from NASDAQ effective at the opening of business on Thursday, June 13, 2013. On that same date, the Company's common stock will become eligible to trade on the OTCQB, which is an electronic trading platform of the OTC Markets Group. The Company's trading symbol will remain RMKR. As of that date, investors and other interested parties will be able to view the Real Time Level II stock quotes for RMKR at http://www.otcmarkets.com.

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 of $2.5 million. Due to the Panel not having sufficient information to conclude that the Company will regain compliance before the applicable deadline, the Panel has decided to delist the Company's stock.

The Company plans to appeal the Panel's decision to the NASDAQ Listing and Hearing Review Council.

The move to the OTCQB 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.

About Rainmaker
Rainmaker Systems, Inc. (RMKR) is a Commerce-as-a-Service (CaaS) company that helps large enterprises gain greater market share and increased brand awareness for cloud-based or on-premise based product offerings in the worldwide SMB market. Rainmaker does this with an advanced e-Commerce open architecture SaaS platform that easily integrates cloud-based applications and on-premise applications with its Global Commerce Services to provide its clients with a strategic partnership, quick market entry, and rapid growth.

Safe Harbor Statement
This press release may contain forward-looking statements regarding future events. These forward-looking statements are based on information available to Rainmaker as of this date and the Company assumes no obligation to update any such forward-looking statements. These statements are not guarantees of future performance, and actual results could differ materially from current expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are client concentration, as the company depends on a small number of clients for a significant percentage of its revenue; the possibility of the discontinuation and/or realignment of some client relationships; general market conditions, the current difficult macro-economic environment and its impact on Rainmaker's business, as clients are reducing their overall marketing spending and their customers are reducing their purchase of service contracts; market acceptance of our service programs and pricing options; the financial condition of our clients' businesses and other factors detailed the company's filings with the Securities and Exchange Commission (SEC), including our filings on forms 10-K and 10-Q.

For more information, visit www.rainmakersystems.com or call 800-631-1545.

Contact:

Derek James
McGrath/Power Public Relations
408-727-0351
Email Contact

Mallorie Burak
Chief Financial Officer
Rainmaker Systems, Inc.
408-340-2510
Email Contact

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