UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2019

Top Image Systems Ltd.

(Exact Name of Registrant as Specified in its Charter)

Commission File No.: 001-14552

Israel	(I.R.S. Employer Identification No.)
(State of Incorporation or other Jurisdiction of Incorporation or Organization)

Mixer House, Rokach Blvd 101, Tel Aviv, Israel (Address of Principal Executive Offices)	6153101 (Zip Code)

Registrant’s Telephone Number, including area code: 972-3-7679100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 16, 2019, Top Image Systems Ltd. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that Nasdaq has determined that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company’s failure to timely file its Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2018 with the Securities and Exchange Commission.

The Nasdaq letter notes that, under Nasdaq rules, the Company has 60 calendar days from the date of the letter, until June 17, 2019, to submit a plan to regain compliance with Nasdaq’s filing requirements for continued listing. If the Company submits a plan and it is accepted by Nasdaq, Nasdaq is permitted to grant an extension of up to 180 days from the Form 10-K’s filing due date for the Company to regain compliance with Nasdaq’s filing requirements for continued listing. The Nasdaq notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Capital Market.

Separately, on April 18, 2019, the Company received notice from Nasdaq indicating that the Company was granted an additional 180 calendar days, or until October 14, 2019 to comply with Nasdaq’s minimum bid price requirement. The continued listing standard will be met if the Company's ordinary shares have a closing bid price of at least $1.00 per share for 10 consecutive business days during the 180 calendar day grace period.

The Company signed a definitive merger agreement on February 4, 2019 to be acquired by Kofax Holdings International Ltd. (“Kofax”), and as previously announced, at an extraordinary general meeting held April 4, 2019, the shareholders of the Company voted to approve the merger with Kofax. The Company expects the closing of the merger to occur the week of May 6, 2019, at which time the Company intends to voluntarily delist its ordinary shares from the Nasdaq Capital Market, prior to the deadline to (i) submit the plan to regain compliance and (ii) comply with the minimum bid price requirement.

A press release, dated April 19, 2019, disclosing the Company’s receipt of the Nasdaq notification letter is attached as Exhibit 99.1 and is furnished herewith.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number			Description
99.1			Press Release issued by Top Image Systems Ltd. on April 19, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOP IMAGE SYSTEMS LTD.

	By:	/s/ Brendan Reidy
		Name: Brendan Reidy
		Title: Chief Executive Officer

Dated: April 22, 2019

EXHIBIT INDEX

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number			Description
99.1			Press Release issued by Top Image Systems Ltd. on April 19, 2019

Exhibit 99.1

Top Image Systems Receives Nasdaq Notice Regarding Non-Compliance with Continued Listing Standards; Is Granted Additional Time to Regain Compliance with Minimum Bid Requirement

TEL AVIV, Israel and PLANO, Texas, April 19, 2019 (GLOBE NEWSWIRE) -- Top Image Systems Ltd. (the “Company” or “Top Image Systems”) (Nasdaq:TISA) announced today that it has received a notice from Nasdaq on April 16, 2019 regarding non-compliance with continued listing standards because it has not filed its Annual Report on Form 10-K for the period ended December 31, 2018 (the “Filing”). The notice provides that, under Nasdaq Rules, the Company has until June 17, 2019 to submit a plan to regain compliance. Top Image Systems signed a definitive merger agreement on February 4, 2019 to be acquired by Kofax Holdings International Ltd. and expects the closing of this merger to occur the week of May 6, 2019, at which point Top Image Systems intends to voluntarily delist its ordinary shares from the Nasdaq Capital Market, prior to the deadline to submit the plan to regain compliance.

If the Company submits a plan to regain compliance by June 17, 2019, and if the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the due date of the Filing, or until September 30, 2019, to regain compliance.

Top Image System reiterates that it expects to voluntarily delist its ordinary shares from the Nasdaq Capital Market following the closing of the acquisition by Kofax, anticipated for the week of May 6, 2019 and before the deadline for submitting the plan and for complying with the minimum bid price requirement.

As previously announced, at an extraordinary general meeting held April 4, 2019, the shareholders of Top Image Systems voted overwhelmingly to approve the previously announced acquisition by Kofax. A quorum was achieved, and 99% of the voting shareholders approved the merger, anticipated to close after the 30-day period mandated by Israeli law.

About Top Image Systems

Top Image Systems™ (TIS™) Ltd. is a global innovator of on-premise and cloud-based applications that optimize content-driven business processes such as procure to pay operations, remittance processing, integrated receivables, customer response management and more. Whether originating from mobile, electronic, paper or other sources, TIS solutions automatically capture, process and deliver content across enterprise applications, transforming information entering an organization into useful and accessible electronic data, delivering it directly and efficiently to the relevant business system or person for action with as little manual handling as possible. TIS’ solutions are marketed in more than 40 countries through a multi-tier network of distributors, system integrators, value-added resellers and strategic partners. Visit the company's website at https://www.topimagesystems.com/ for more information.

Top Image Systems Caution Concerning Forward-Looking Statements

Certain matters discussed in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied in those forward-looking statements. Words such as "will," "expects," "anticipates," "estimates," and words and terms of similar substance in connection with any discussion of future operating or financial performance identify forward-looking statements. These statements are based on management's current expectations or beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially including, but not limited to, the risk that the merger may not be completed in the expected timeframe or at all, which may adversely affect TIS’s business and the price of the common stock of TIS, the failure to satisfy the remaining conditions to the consummation of the merger, the effect of the pendency of the merger on TIS’s business relationships, operating results and business generally, risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger, risks related to diverting management's attention from TIS’s ongoing business operations, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, the risk that TIS will need to pay a termination fee to Kofax, risks in product development, approval and introduction plans and schedules, rapid technological change, customer acceptance of new products, the impact of competitive products and pricing, the lengthy sales cycle, proprietary rights of TIS and its competitors, risk of operations in Israel, government regulation, litigation, general economic conditions and other risk factors detailed in the Company's most recent annual report on Form 20-F and other subsequent filings with the United States Securities and Exchange Commission. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

TIS Investors Contact:
James Carbonara, Regional Vice President, Hayden IR
james@haydenir.com + 1 646 755 7412