SumTotal Systems Closes $35.1 Million Offering

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<p><strong>Mountain View, Calif. &mdash; May 25</strong><br />SumTotal Systems has closed its previously announced registered direct offering. </p><p>The company sold 5,407,571 shares of its common stock at $6.50 per share for aggregate gross proceeds of $35.1 million. </p><p>The offering price was about a 7 percent discount from the five-day volume weighted average price of $7, as of May 18, for the company&#39;s common stock, which closed at $7.18 May 18, the date of the offering. </p><p>Participants in the financing included several new institutional investors, as well as existing investors. </p><p>The shares were offered through a prospectus supplement pursuant to the company&#39;s effective shelf registration<br />statement. </p><p>RBC Capital Markets acted as sole placement agent for the transaction.</p><p>&quot;We are very pleased to have completed this transaction with institutional investors demonstrating strong interest in the company,&quot; said Don Fowler, SumTotal chief executive officer. &quot;This transaction gives us approximately $32.6 million in net proceeds, which will be used for general corporate purposes and working capital requirements, to potentially repay or prepay our debt, and investments and<br />acquisitions. </p><p>&quot;The capital will strengthen our balance sheet and allow us to continue to grow within our core learning and performance management business and to expand into other areas of talent management.&quot;</p>

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