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 516, 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 53.0701. ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On April 416, 2019, Top Image Systems Ltd. (~~“TIS” or~~ the “Company”) ~~held~~received ana ~~Extraordinary~~letter ~~General~~from ~~Meeting~~the Listing Qualifications Department of ~~Shareholders~~The ~~(the~~Nasdaq ~~“shareholder~~Stock ~~meeting~~Market LLC (“Nasdaq”). ~~The~~stating that Nasdaq has determined that the Company ~~filed~~is ~~its~~not ~~Definitive~~in ~~Proxy~~compliance ~~Statement~~with ~~for~~Nasdaq Listing Rule 5250(c)(1) due to the ~~proposals~~Company’s ~~voted~~failure to timely file its Annual Report on atForm 10-K (the ~~shareholder~~“Form ~~meeting~~10-K”) for the year ended December 31, 2018 with the Securities and Exchange Commission ~~on March 12, 2019~~.

AsThe ofNasdaq ~~the~~letter ~~close~~notes ofthat, ~~business~~under onNasdaq ~~March 5~~rules, ~~2019,~~ the ~~record~~Company ~~date~~has ~~for~~60 calendar days from the ~~shareholder~~date ~~meeting~~of the letter, ~~there~~until ~~were~~June 1817,~~483~~ 2019,~~715~~ ~~ordinary~~to ~~shares~~submit ~~outstanding~~a ~~and~~plan ~~entitled~~ to ~~vote~~regain compliance with Nasdaq’s filing requirements for continued listing. ~~The~~If ~~9,854,622~~the ~~shares~~Company ~~that~~submits ~~were~~a ~~present~~plan inand ~~person~~it oris accepted by ~~proxy~~Nasdaq, ~~represented~~Nasdaq ~~53.3%~~is ofpermitted ~~the~~to ~~total~~grant ~~outstanding~~an ~~shares~~extension ~~entitled~~of up to ~~vote~~180 atdays from the ~~shareholder~~Form ~~meeting,~~10-K’s ~~and~~filing ~~therefore~~due adate ~~quorum~~for ~~was~~the ~~present.~~Company ~~The~~to ~~number~~regain ofcompliance ~~votes~~with ~~cast~~Nasdaq’s ~~for~~filing orrequirements ~~against,~~for ascontinued ~~well~~listing. asThe ~~abstentions~~Nasdaq ~~and~~notice ~~broker~~has ~~non-votes,~~no ifimmediate ~~applicable,~~effect ~~with~~on ~~respect~~the tolisting ~~each~~or ~~proposal~~trading ~~presented~~of at the ~~shareholder~~Company’s ~~meeting~~ordinary isshares ~~set~~on ~~forth~~the ~~below:~~Nasdaq Capital Market.

1.Separately, ~~Proposal~~on toApril ~~approve~~18, 2019, the ~~acquisition~~Company ofreceived ~~TIS~~notice byfrom ~~Kofax,~~Nasdaq ~~Inc.,~~indicating ~~including~~that the ~~approval~~Company ofwas ~~(i)~~granted ~~the~~an ~~Agreement~~additional ~~and~~180 ~~Plan~~calendar ~~of Merger~~days, ~~dated~~or asuntil ofOctober ~~February 3~~14, 2019, byto ~~and~~comply ~~among~~with ~~TIS,~~Nasdaq’s ~~Kofax,~~minimum ~~Inc.,~~bid ~~Kofax~~price ~~Holdings International Ltd~~requirement., The ~~and~~continued ~~Tornely~~listing ~~Ltd.~~standard ~~(the~~will ~~“merger~~be ~~agreement”),~~met ~~(ii)~~if the ~~merger~~Company's ~~contemplated~~ordinary byshares ~~the~~have ~~merger~~a ~~agreement~~closing ~~(the~~bid ~~“merger”),~~price ~~(iii)~~of ~~the~~at ~~consideration~~least to$1.00 beper ~~received~~share byfor ~~shareholders~~10 ofconsecutive ~~TIS~~business indays during the ~~merger~~180 ~~and~~calendar ~~(iv)~~day ~~all~~grace ~~other transactions contemplated by the merger agreement~~period.

The ~~proposal~~Company ~~was~~signed ~~approved~~a definitive merger agreement on February 4, ~~having~~2019 ~~received~~to be acquired by Kofax Holdings International Ltd. (“~~for"~~Kofax”), ~~votes~~and ~~from~~as apreviously ~~majority~~announced, at an extraordinary general meeting held April 4, 2019, the shareholders of the ~~votes~~Company ~~entitled~~voted to beapprove ~~cast~~the merger with Kofax. The Company expects the closing of the merger to occur the week of May 6, 2019, at which time the ~~shareholder~~Company ~~meeting~~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.

~~The~~A ~~number~~press ofrelease, ~~votes~~dated ~~cast~~April ~~with~~19, ~~respect~~2019, todisclosing ~~this~~the ~~proposal~~Company’s ~~was~~receipt of the Nasdaq notification letter is attached as ~~follows:~~Exhibit 99.1 and is furnished herewith.

Votes For	Votes Against	Abstentions
9,572,807	21,508	8,000

There were no broker held non-voted ordinary shares represented at the shareholder meeting with respect to this proposal.

2. Proposal to approve, on a non-binding, advisory basis, of certain compensation that may be paid or become payable to TIS’s executive officers in connection with the merger and the agreements and understandings pursuant to which such compensation may be paid or become payable.

The proposal was approved, having received "for" votes from a majority of the votes duly cast at the shareholder meeting.

The number of votes cast with respect to this proposal was as follows:

Votes For	Votes Against	Abstentions
7,911,205	1,913,251	30,166

There were no broker held non-voted ordinary shares represented at the shareholder meeting with respect to this proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number			Description
99.1			Press Release issued by Top Image Systems Ltd. on April 419, 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 522, 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 419, 2019

Filing Compare · TOP IMAGE SYSTEMS LTD