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): ~~February~~January 1218, 2019

Top Image Systems Ltd.

(Exact Name of Registrant as Specified in its Charter)

Commission File No.: 001-14552

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

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

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

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~February~~January 1218, 2019, Top Image Systems Ltd., a company organized under the laws of the State of Israel (“TIS”) ~~announced~~and ~~that an~~its ~~Extraordinary~~subsidiaries ~~General~~entered ~~Meeting~~into ofa ~~Shareholders~~Note ~~will~~Purchase beAgreement ~~held~~with ~~on April 4~~HCP-FVE, ~~2019~~LLC, ata ~~which~~Delaware ~~meeting~~limited ~~the~~liability ~~shareholders~~company ~~will~~(“Hale ~~also~~Capital”) be(the ~~asked~~“Note toPurchase ~~approve~~Agreement”) ~~the~~pursuant ~~Agreement~~to ~~and~~which ~~Plan~~Hale ofCapital ~~Merger,~~agreed ~~dated~~to aspurchase ofsenior ~~February~~secured 3,term loans ~~2019~~notes (the “~~Merger Agreement~~Notes”), byfrom ~~and among~~ TIS, ~~Kofax,~~in ~~Inc.,~~the aaggregate ~~company~~principal ~~organized~~amount ~~under~~of $2,350,000. At the ~~Laws~~initial ofclosing ~~the~~held ~~State~~on ofJanuary ~~Delaware~~18, ~~Kofax~~2019, ~~Holdings~~Hale ~~International~~Capital purchased ~~Ltd.,~~ a ~~private~~Note ~~limited~~from ~~company~~TIS ~~incorporated~~in ~~under~~ the ~~Laws~~original ofprincipal ~~England~~amount ~~and~~of ~~Wales (“Parent”)~~$1,860,000, and ~~Tornely~~on ~~Ltd.~~February 5, a2019, ~~company~~Hale ~~organized under~~Capital ~~the~~purchased ~~Laws~~a ofNote ~~the~~from ~~State~~TIS ofin ~~Israel~~the ~~and~~original aprincipal ~~wholly~~amount ~~owned~~of ~~direct~~$490,000. The ~~subsidiary~~Notes ofhad ~~Parent~~an ~~(“Merger~~initial ~~Sub”)~~maturity ~~and~~date ~~the~~of ~~transactions~~March ~~contemplated~~31, ~~thereby~~2019, which ~~including~~maturity ~~the~~date ~~merger~~was ofextended ~~Merger~~to ~~Sub~~May ~~with~~31, ~~and~~2019 ~~into~~as ~~TIS~~set ~~(the~~forth ~~(“Merger”)~~below.

AThe ~~copy~~interest ofrate on the ~~Notice~~Notes ~~of Extraordinary General Meeting of Shareholders~~ is ~~filed~~the ~~herewith~~Prime asRate ~~Exhibit~~plus 996.100% ~~and~~per isannum, ~~incorporated herein~~payable bymonthly ~~reference~~ in ~~its~~arrears ~~entirety.~~in cash.

~~IMPORTANT~~Under ~~ADDITIONAL~~certain ~~INFORMATION~~circumstances ~~WILL~~set BEforth ~~FILED~~in ~~WITH~~the ~~THE~~Note ~~SEC~~ Purchase Agreement, including a change in control of TIS, TIS is obligated to redeem the Notes.

~~TIS~~The ~~plans~~Notes toare ~~file~~secured ~~with~~obligations ~~the~~of ~~Securities~~TIS and ~~Exchange~~its ~~Commission~~subsidiaries, ~~(“SEC”)~~senior ~~and mail~~ to ~~its~~all ~~stockholders~~existing aand ~~Proxy~~future ~~Statement~~indebtedness ~~in connection~~of ~~with the proposed transaction. THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT~~ TIS~~, PARENT, THE PROPOSED TRANSACTION AND RELATED MATTERS~~. ~~INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY~~ ~~WHEN~~The ~~THEY~~Notes ~~BECOME~~are ~~AVAILABLE.~~guaranteed ~~Investors and security holders will be able to obtain free copies of the Proxy Statement and the other documents filed with the SEC~~ by ~~TIS through~~ the ~~web~~subsidiaries ~~site~~of ~~maintained by the SEC at www~~TIS.~~sec.gov.~~ Subject Inonly ~~addition, investors and security holders will be able~~ to ~~obtain~~any ~~free~~existing ~~copies~~liens, of the ~~Proxy~~Notes ~~Statement~~are secured by ~~phone,~~all ~~e-mail~~assets orof ~~written~~TIS ~~request~~and byits ~~contacting~~subsidiaries ~~the~~with ~~investor~~a ~~relations~~first ~~department~~priority ~~of TIS at the following:~~lien.

~~James~~The ~~Carbonara~~Note Purchase Agreement contains customary representations and warranties, covenants, indemnification provisions and customary provisions prohibiting additional indebtedness or liens.

~~Hayden~~The IRproceeds from the Notes were used as follows: $804,993 was used to repay an existing line of credit balance, accrued interest and fees to Silicon Valley Bank, $492,902 to pay Hale Capital for specified borrowing fees and for the reimbursement of legal and related expenses pursuant to the Note Purchase Agreement and other agreements and the remainder is being utilized for working capital.

~~1441~~In ~~Broadway~~connection with the Note Purchase Agreement, TIS and Hale Capital amended and restated the Convertible Note, dated December 5, 2016, issued by TIS in favor of Hale Capital, in the original principal amount of $5,000,000 (the “Convertible Note”), to, among other things, secure the obligations thereunder by TIS and its subsidiaries’ granting a lien on the collateral as set forth in the guaranty and collateral agreement and increasing the interest rate to the Prime Rate plus eight percent (8%), such rate to be determined as of the beginning of each calendar quarter. Hale Capital waived and released TIS and its subsidiaries from all claims Hale Capital had or may have relating to, or arising out of, any breach of TIS’ obligations under the Securities Purchase Agreement by and between TIS and Hale Capital, dated December 5, 2016 or the Convertible Note prior to the date of the Note Purchase Agreement.

~~Fifth~~Further, ~~Floor~~TIS agreed to pay Hale Capital a success fee in the amount of $313,255 (the “Success Fee”). The Success Fee is payable at the earlier of (i) the sale of TIS, (ii) the retirement of any portion of the indebtedness evidenced by the Notes or the Convertible Note or (iii) May 31, 2019.

~~New~~The ~~York~~borrowings under the Note Purchase Agreement were intended to, NYamong ~~10016~~other things, pay for certain expenses related to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) between TIS, Kofax, Inc. and certain other parties and to provide financing for TIS’s operations until the anticipated closing of that transaction.

~~james@haydenir~~On February 3, 2019, in connection with the entry of the Merger Agreement, the Note Purchase Agreement was amended to, among other things, extend the maturity date of the borrowings thereunder to May 31, 2019 and include an Amendment Fee of $5,513.~~com~~81 per day for each day from April 1, 2019 through May 31, 2019 that any of the indebtedness under the Notes or the Convertible Note or any other obligations remains outstanding.

~~646-755-7412~~ The foregoing summary of the Note Purchase Agreement, Notes, Amended and Restated Convertible Note and Amendment No. 1. to the Note Purchase Agreement, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note Purchase Agreement, Notes, Amended and Restated Convertible Note and Amendment No. 1. to the Note Purchase Agreement, which are attached to this report as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and are incorporated herein by reference.

~~PARTICIPANTS~~Item IN2.03 ~~THE~~Creation ~~SOLICITATION~~ of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~TIS~~The ~~and~~information ~~its~~contained ~~directors and executive officers may be deemed to be participants~~ in ~~the~~Item ~~solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement~~1.01 ~~Information~~above ~~regarding TIS’s directors and executive officers~~ is ~~contained~~incorporated inherein ~~TIS~~by ~~Form~~reference ~~20-F~~into ~~for~~this ~~the~~Item ~~year ended December 31, 2017 and its proxy statement dated September 8, 2017, which are filed with the SEC~~2. ~~A more complete description will be available in the Proxy Statement~~03.

~~SAFE~~Item ~~HARBOR~~ 9.01. Financial Statements and Exhibits.

In this communication, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words "believe," "anticipate," "expect," "plan," "intend," "estimate, "target" and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2017 and our other periodic filings with the SEC, as well as (id) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect TIS’s business and the price of the common stock of TIS, (ii) the failure to satisfy the conditions to the consummation of the Merger, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the transaction on TIS’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management's attention from TIS’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the Merger Agreement or the transaction, (viii) interests of directors in matters related to the Merger, and (ix) the risk that we will need to pay a termination fee to Parent. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this communication, whether as a result of new information, future events or otherwise.Exhibits:

Exhibit Number		Description
10.1		Note Purchase Agreement, dated January 18, 2019, by and among TIS, HCP-FVE, LLC and the other parties thereto.

10.2		Note, dated January 18, 2019, issued by TIS in favor of HCP-FVE, LLC.

NO OFFER OR SOLICITATION

10.3		Amended and Restated Secured Convertible Note, dated January 18, 2019, issued by TIS in favor of HCP-FVE, LLC.

10.4		Amendment No.1 to the Note Purchase Agreement, dated February 3, 2019, by and among TIS, HCP-FVE, LLC and the other parties thereto.

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

~~(d)~~TOP ~~Exhibits~~IMAGE SYSTEMS LTD. By: /s/ Brendan Reidy Name: Brendan Reidy Title: Chief Executive Officer

Exhibit Number		Description
99.1		Notice of Extraordinary General Meeting of Shareholders of Top Image Systems Ltd.

Dated: February 13, 2019

3EXHIBIT INDEX

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~Exhibits:

TOP IMAGE SYSTEMS LTD. By: /s/ Brendan Reidy Name: Brendan Reidy Title: Chief Executive Officer

Exhibit Number		Description
10.1		Note Purchase Agreement, dated January 18, 2019, by and among TIS, HCP-FVE, LLC and the other parties thereto.

10.2		Note, dated January 18, 2019, issued by TIS in favor of HCP-FVE, LLC.

Dated: February 12, 2019

10.3		Amended and Restated Secured Convertible Note, dated January 18, 2019, issued by TIS in favor of HCP-FVE, LLC.

10.4		Amendment No.1 to the Note Purchase Agreement, dated February 3, 2019, by and among TIS, HCP-FVE, LLC and the other parties thereto.

EXHIBIT INDEX

Exhibit Number		Description
99.1		Notice of Extraordinary General Meeting of Shareholders of Top Image Systems Ltd.

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