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): ~~January~~April 185, 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)	~~(I.R.S. Employer Identification No.)~~
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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

On ~~January~~April 184, 2019, Top Image Systems Ltd., ~~a company organized under the laws of the State of Israel~~ (“TIS”) ~~and~~or ~~its subsidiaries entered into a Note Purchase Agreement with HCP-FVE, LLC, a Delaware limited liability company (“Hale Capital”) (~~the “~~Note Purchase Agreement~~Company”) ~~pursuant~~held toan ~~which~~Extraordinary ~~Hale~~General ~~Capital~~Meeting ~~agreed~~of toShareholders ~~purchase senior secured term loans notes~~ (the “~~Notes~~shareholder meeting”). ~~from~~The ~~TIS~~Company infiled ~~the~~its ~~aggregate~~Definitive ~~principal~~Proxy ~~amount~~Statement offor ~~$2,350,000. At~~ the ~~initial~~proposals ~~closing~~voted ~~held~~ on ~~January~~at ~~18,~~the ~~2019,~~shareholder ~~Hale~~meeting ~~Capital purchased~~with ~~a Note from TIS in~~ the ~~original~~Securities ~~principal~~and ~~amount~~Exchange ofCommission ~~$1,860,000, and~~ on ~~February 5, 2019, Hale Capital purchased a Note from TIS in the original principal amount of $490,000. The Notes had an initial maturity date of~~ March 3112, 2019~~, which maturity date was extended to May 31, 2019 as set forth below~~.

~~The~~As ~~interest~~of ~~rate~~the close of business on March 5, 2019, the ~~Notes~~record isdate for the ~~Prime~~shareholder ~~Rate~~meeting, ~~plus~~there 6were 18,483,715 ordinary shares outstanding and entitled to vote.~~00%~~ ~~per~~The ~~annum~~9,854,622 ~~payable~~shares ~~monthly~~that inwere ~~arrears~~present in ~~cash~~person or by proxy represented 53.3% of the total outstanding shares entitled to vote at the shareholder meeting, and therefore a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented at the shareholder meeting is set forth below:

~~Under~~1. ~~certain~~Proposal ~~circumstances~~to ~~set~~approve ~~forth~~the inacquisition ~~the~~of ~~Note~~TIS ~~Purchase~~by ~~Agreement~~Kofax, Inc., including athe ~~change~~approval inof ~~control~~(i) the Agreement and Plan of ~~TIS~~Merger, dated as of February 3, 2019, by and among TIS, ~~is obligated~~Kofax, Inc., Kofax Holdings International Ltd., and Tornely Ltd. (the “merger agreement”), (ii) the merger contemplated by the merger agreement (the “merger”), (iii) the consideration to ~~redeem~~be received by shareholders of TIS in the ~~Notes~~merger and (iv) all other transactions contemplated by the merger agreement.

The ~~Notes~~proposal ~~are~~was ~~secured obligations of TIS and its subsidiaries~~approved, ~~senior~~having toreceived ~~all~~“for" ~~existing~~votes ~~and~~from ~~future~~a ~~indebtedness~~majority of ~~TIS. The Notes are guaranteed by~~ the ~~subsidiaries~~votes ofentitled ~~TIS. Subject only~~ to ~~any~~be ~~existing~~cast ~~liens,~~at the ~~Notes~~shareholder ~~are secured by all assets of TIS and its subsidiaries with a first priority lien~~meeting.

The ~~Note~~number ~~Purchase~~of ~~Agreement~~votes ~~contains~~cast ~~customary~~with ~~representations~~respect ~~and~~to ~~warranties,~~this ~~covenants,~~proposal ~~indemnification~~was ~~provisions~~as ~~and customary provisions prohibiting additional indebtedness or liens.~~follows:

The proceeds 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.

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

InThere ~~connection~~were ~~with~~no ~~the~~broker ~~Note~~held ~~Purchase~~non-voted ~~Agreement,~~ordinary ~~TIS~~shares ~~and~~represented ~~Hale~~at ~~Capital amended and restated~~ the ~~Convertible~~shareholder ~~Note,~~meeting ~~dated December~~with 5,respect ~~2016, issued by TIS in favor of Hale Capital, in the original principal amount of $5,000,000 (the “Convertible Note”),~~ to, ~~among~~this 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 quarterproposal. 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.

~~Further,~~2. ~~TIS~~Proposal ~~agreed~~ to ~~pay~~approve, ~~Hale~~on ~~Capital~~ a ~~success~~non-binding, ~~fee~~advisory inbasis, ~~the amount~~ of ~~$313,255~~certain ~~(the~~compensation ~~“Success~~that ~~Fee”). The~~may ~~Success~~be ~~Fee~~paid isor become payable atto ~~the~~TIS’s ~~earlier~~executive ofofficers ~~(i)~~in ~~the~~connection ~~sale~~with ofthe ~~TIS,~~merger ~~(ii)~~and the ~~retirement~~agreements ofand ~~any~~understandings ~~portion~~pursuant ofto ~~the~~which ~~indebtedness~~such ~~evidenced~~compensation bymay ~~the~~be ~~Notes~~paid or ~~the~~become ~~Convertible Note or (iii) May 31, 2019~~payable.

The ~~borrowings~~proposal ~~under~~was ~~the Note Purchase Agreement were intended to~~approved, ~~among~~having ~~other~~received ~~things, pay~~ "for" ~~certain~~votes ~~expenses~~from ~~related to~~a ~~the~~majority ~~previously announced Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~votes ~~Agreement”)~~duly ~~between~~cast ~~TIS,~~at ~~Kofax, Inc. and certain other parties and to provide financing for TIS’s operations until~~ the ~~anticipated~~shareholder ~~closing of that transaction~~meeting.

OnThe ~~February~~number 3,of ~~2019,~~votes incast ~~connection~~ with ~~the~~respect ~~entry~~to ofthis ~~the~~proposal ~~Merger Agreement, the Note Purchase Agreement~~ was ~~amended~~as to, among other things, extend the maturity date of the borrowings thereunder to May 31, 2019 and include an Amendment Fee of $5,513.81 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.follows:

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.

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

~~Item~~There ~~2.03~~were ~~Creation~~no ofbroker aheld ~~Direct~~non-voted ~~Financial~~ordinary ~~Obligation~~shares orrepresented anat ~~Obligation~~the ~~under~~shareholder anmeeting ~~Off-Balance~~with ~~Sheet Arrangement~~respect ofto athis ~~Registrant~~proposal.

The information contained in Item 1.01 above is incorporated herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	~~Description~~	Description
10.1	Note Purchase Agreement, dated January 18, 2019, by and among TIS, HCP-FVE, LLC and the other parties thereto.
99.1		Press Release issued by Top Image Systems Ltd. on April 4, 2019
10.2	Note, dated January 18, 2019, issued by TIS in favor of HCP-FVE, LLC.

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.

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: ~~February~~April 135, 2019

EXHIBIT INDEX

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	~~Description~~	Description
10.1	Note Purchase Agreement, dated January 18, 2019, by and among TIS, HCP-FVE, LLC and the other parties thereto.
99.1		Press Release issued by Top Image Systems Ltd. on April 4, 2019
10.2	Note, dated January 18, 2019, issued by TIS in favor of HCP-FVE, LLC.

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.

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