Top Image Systems Receives Nasdaq Notice Regarding Non-Compliance with Continued Listing Standards; Is Granted Additional Tim...
April 19 2019 - 4:01PM
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
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
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