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CST: 23/05/2019 16:17:29   

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

34 Days ago

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.

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.

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 operationsremittance 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 

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