Rainmaker Systems Inc. (OTCPK:RMKR) announced that it has entered into a purchase agreement for a private placement of minimum of 3,200,000 units at $1 per unit for gross proceeds of $3,200,000 and a maximum of 3,500,000 units at $1 per unit for gross proceeds of $3,500,000 on July 15, 2014. Each unit consists of an 8% senior secured convertible note due 2019 in the principal amount of $1, an 8% supplemental secured promissory note in the principal amount of $0.50, and warrants to purchase up to four shares of the company. The secured promissory notes will mature on July 15, 2019 and will accrue interest at a fixed rate of 8% per annum payable quarterly on each March 31, June 30, September 30, and December 31 commencing on September 30, 2015. The notes will be convertible into common shares of the company at an initial fixed conversion price of $0.25 per share subject to shareholder approval. The supplemental secured promissory note will mature on July 15, 2019 and will accrue interest at a fixed rate of 8% per annum payable at maturity. All the principal and accrued interest under the supplemental notes will be cancelled automatically two years after issuance unless certain insolvency-related events have occurred. In case of overdue the due amount will bear interest at the rate of 15% per annum. All the notes to be issued in the transaction are secured by substantially all of the company's consolidated assets. Each warrant will entitle the holder to purchase one common shares of the company at an initial exercise price of $0.08 per share for a period of 10 years. The company will issue securities pursuant to exemption provided under Regulation D. The transaction is a recapitalization round of funding. The transaction will include participation from Investment Partners Opportunities Fund, a fund managed by Investment Partners Asset Management, and eight investors including institutional and accredited investors. Scarsdale Equities, LLC will act as a placement agent to the company. The company will pay a sales commission of $224,000. Each party shall pay their own cost and expenses in connection with the transaction.

On the same day, the company issued 2,550,000 units for gross proceeds of $2,550,000 in its first tranche close. The company received net proceeds of 2,275,000 after deducting fees and estimated expenses in the first tranche. from Abraham Hannink and E.C. Hannink for $850,000, Paul van Riel and Deidre van der Kuip for $850,000, C.J. Kraall for $100,000, Bortel Investment Management, LLC for $300,000, Allan Bortel or Sydney Bortel for $200,000, Douglas A. George for $150,000, Investment Partners Opportunities Fund for $50,000, and Don and Julie Berrow for $50,000.

As of July 30, 2014, the company has received $2,575,000 in funding from eight investors. The company may close additional tranches and the transaction is expected to close on or prior to September 30, 2014.

On August 12, 2014, the company has issued 450,000 units for gross proceeds of $450,000 in its second tranche closing. The company received net proceeds of $415,000 after deducting fees and estimated expenses in the first tranche.

On August 22, 2014, the company has issued 90,000 units for gross proceeds of $90,000 in its third tranche closing. The company received net proceeds of $84,000 after deducting fees and estimated expenses in the first tranche.

On January 29, 2015, the company has issued 810,000 units for gross proceeds of $810,000 in its fourth tranche closing. The company received net proceeds of $780,000 after deducting fees and estimated expenses in the first tranche.