Bos Better Online Solutions Ltd 6-K, filed Mar 31, 2026
Bos Better Online Solutions Ltd (BOSC)
About this 6-K
Bos Better Online Solutions Ltd filed this 6-K on March 31, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6 - K
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d -16
Under the Securities Exchange Act of 1934
For the Month of March 2026
Commission file number 001-14184
B.O.S. Better Online Solutions Ltd.
(Translation of Registrant’s Name into English)
20 Freiman Street, Rishon LeZion, 7535825, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ________
B.O.S. Better Online Solutions Ltd.
The GAAP financial statements, included in the Press Release that is attached to this Form 6-K, are hereby incorporated by reference into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.
The following exhibit is attached:
| 99.1 | Press Release: BOS Reports Financial Results for the Fourth Quarter and the Full Year 2025. |
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Signature
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, thereunto duly authorized.
| B.O.S. Better Online Solutions Ltd. | ||
| (Registrant) | ||
| By: | /s/ Moshe Zeltzer | |
| Moshe Zeltzer | ||
| Chief Financial Officer | ||
Dated: March 31, 2026
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release: BOS Reports Financial Results for the Fourth Quarter and the Full Year 2025. |
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Exhibit 99.1
BOS Reports Financial Results for the Fourth Quarter and Full Year 2025
Delivers Record Year Performance
Provides Initial 2026 Revenue and Net Income Guidance
RISHON LE ZION, Israel, March 31, 2026 (GLOBE NEWSWIRE) -- BOS Better Online Solutions Ltd. (BOSC) today reported financial results for the fourth quarter and full-year ended December 31, 2025, including record revenue and profitability.
Fourth Quarter 2025 Financial Highlights:
| Revenues $12.6M +21.5% Compared to $10.4M in Q4 2024 |
EBITDA $944K +32% Compared to $715K in Q4 2024 | |
| Net Income $819K +68.9% Compared to $485K in Q4 2024 |
EPS $0.12 +50% Compared to $0.08 in Q4 2024 | |
| Cash & Equivalent $11.8M As of December 31, 2025 |
Contracted Backlog $24M As of December 31, 2025 |
Full Year 2025 Financial Highlights:
| Revenues $50.6M +26.6% Compared to $39.9M in 2024 |
EBITDA $4.6M +42.6% Compared to $3.2M in 2024 | |
| Net Income $3.6M +57.0% Compared to $2.3M in 2024 |
EPS $0.59 +47.5% Compared to $0.40 in 2024 |
Eyal Cohen, Chief Executive Officer of BOS, stated: “We are pleased to report record revenues and net income for the full year 2025, capping an outstanding year of growth for BOS. We demonstrated sustained business momentum, most notably in our defense related business lines where we continue to see robust demand for both our supply chain and robotics solutions, and maintained our diligent operating discipline.
“Supply chain division revenues grew by 40% during the year, demonstrating the benefit of our global diversification strategy. We continue to focus on expanding our opportunities in this key sector through deeper engagement with existing customers, strategic wins with new customers and entry into additional global markets, such as India, which is a growing hub for subcontracting programs with Israeli defense customers.
“Our RFID division experienced a $665,000 operating loss for the full year, primarily due to a goodwill impairment charge of $1.2 million. Absent this charge, the division would have generated approximately $535,000 in operating income. The ongoing geopolitical tension in Israel since October 2023 negatively impacted the Israeli commercial market, which constitutes the primary revenue base for the RFID division; as a result, goodwill write-offs were recorded totaling $700,000 in 2024 and an additional $1.2 million in 2025. Q4 performance showed a 27% increase in revenues year-over-year, a positive indication that we can return this division to a growth trajectory in 2026.”
“Finally, our Intelligent Robotics division continues to deliver steady profitability improvements year-over-year, as well as increased backlog, demonstrating our team’s ability to drive operational excellence across all business units.
“Bringing our record year together, we generated strong operating cash flow and working capital performance that increased cash and cash equivalents to a record $11.8 million, providing a solid foundation to support our continued investment in strategic growth.”
Cohen concluded: “We continue our policy of issuing a conservative initial outlook, with updates provided as the year progresses. While we maintain strong exposure to the defense markets, ongoing geopolitical tensions lead us to initially project 2026 at a level consistent with 2025 revenues of $51 million and net income of $3.6 million.”
Investor Conference Call
| Date & Time | Format | Recording | ||
| March 31, 2026 at 8:30 a.m | Video conference call followed by a question-and-answer session after management’s presentation | For those unable to participate in the live call, a recording will be available the following day on the BOS website: www.boscom.com |
To access the video conference meeting, please click on the following link:https://us06web.zoom.us/j/7481721806?pwd=pmXNiVvvvuicaar9aMkZVqRUNaqK3s.1&omn=85823576
About BOS
BOS integrates cutting-edge technologies to streamline and enhance supply chain operations for global customers in the aerospace, defense, industrial and retail sectors. The Company operates three specialized divisions:
| Supply Chain Division | RFID Division | Intelligent Robotics Division | ||
| Integrates franchised components directly into customer products, meeting their evolving needs for developing innovative solutions. | Optimizes inventory management with state-of-the-art solutions for marking and tracking, ensuring real-time visibility and control. | Automates industrial and logistics inventory processes through advanced robotics technologies, improving efficiency and precision. |
For more information on BOS Better Online Solutions Ltd., visit www.boscom.com.
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Contacts:
Matt Kreps, Managing Director | Darrow Associates | +1-214-597-8200 | mkreps@darrowir.com
Eyal Cohen, CEO | BOS | +972-542525925 | eyalc@boscom.com
Use of Non-GAAP Financial Information
BOS reports financial results in accordance with U.S. GAAP and also provides certain non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. These non-GAAP measures are intended to supplement the Company’s presentation of its financial results prepared in accordance with GAAP. The Company uses these non-GAAP measures to evaluate and manage its operations internally and is providing this information to assist investors in performing additional financial analysis consistent with financial models developed by research analysts who follow the Company. The reconciliation set forth below is provided in accordance with Regulation G and reconciles the non-GAAP financial measures with the most directly comparable GAAP financial measures.
Contracted backlog
Represents the estimated value of firm customer orders under contract as of the date indicated. Backlog is not a guarantee of future revenues, and may be canceled, modified, or delayed by customers.
Safe Harbor Regarding Forward-Looking Statements
The forward-looking statements contained herein reflect management’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of BOS. These risk factors and uncertainties include, amongst others, the dependency of sales being generated from one or a few major customers, the uncertainty of BOS being able to maintain current gross profit margins, inability to keep up or ahead of technology and to succeed in a highly competitive industry, inability to maintain marketing and distribution arrangements and to expand our overseas markets, uncertainty with respect to the prospects of legal claims against BOS, the effect of exchange rate fluctuations, general worldwide economic conditions, the effect of the ongoing armed conflict and security conditions in Israel and in the region, the continued availability of financing for working capital purposes and to refinance outstanding indebtedness; and additional risks and uncertainties detailed in BOS’ periodic reports and registration statements filed with the US Securities and Exchange Commission. BOS undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share numbers)
| Year ended December 31, | Three months ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Audited) | ( Audited) | |||||||||||||||
| Revenues | $ | 50,569 | $ | 39,949 | $ | 12,623 | $ | 10,388 | ||||||||
| Cost of revenues | 38,494 | 30,655 | 9,602 | 8,007 | ||||||||||||
| Gross profit | 12,075 | 9,294 | 3,021 | 2,381 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Research and development | 178 | 175 | 47 | 50 | ||||||||||||
| Sales and marketing | 5,242 | 4,394 | 1,336 | 1,118 | ||||||||||||
| General and administrative | 2,547 | 2,113 | 826 | 656 | ||||||||||||
| Impairment of intangible assets | - | 466 | ||||||||||||||
| Impairment of Goodwill | 1,200 | 707 | 500 | 1,173 | ||||||||||||
| Total operating costs and expenses | 9,167 | 7,855 | 2,709 | 2,997 | ||||||||||||
| Operating income | 2,908 | 1,439 | 312 | (616 | ) | |||||||||||
| Financial income (expenses), net | 590 | (139 | ) | 208 | 99 | |||||||||||
| Income before taxes on income | 3,498 | 1,300 | 520 | (517 | ) | |||||||||||
| Taxes on income (income taxes) | (113 | ) | (1,000 | ) | (299 | ) | (1,002 | ) | ||||||||
| Net income | $ | 3,611 | $ | 2,300 | $ | 819 | $ | 485 | ||||||||
| Basic net income per share | $ | 0.59 | $ | 0.40 | $ | 0.12 | $ | 0.08 | ||||||||
| Diluted net income per share | $ | 0.57 | $ | 0.39 | $ | 0.12 | $ | 0.08 | ||||||||
| Weighted average number of shares used in computing basic net income per share | 6,161 | 5,756 | 6,614 | 5,776 | ||||||||||||
| Weighted average number of shares used in computing diluted net income per share | 6,312 | 5,887 | 6,779 | 5,975 | ||||||||||||
| Number of outstanding shares as of December 31, 2025 and 2024 | 7,029 | 5,793 | 7,029 | 5,793 | ||||||||||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2025 | December 31, 2024 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 11,825 | $ | 3,368 | ||||
| Restricted bank deposits | 98 | 185 | ||||||
| Trade receivables | 15,638 | 11,787 | ||||||
| Other receivable and prepaid expenses | 1,440 | 1,150 | ||||||
| Inventories | 6,541 | 7,870 | ||||||
| Total current assets | 35,542 | 24,360 | ||||||
| OTHER LONG-TERM ASSETS | 128 | 177 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,449 | 3,417 | ||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 926 | 779 | ||||||
| DEFERRED TAX ASSETS | 1,250 | 1,000 | ||||||
| OTHER INTANGIBLE ASSETS, NET | 361 | 422 | ||||||
| GOODWILL | 2,988 | 4,188 | ||||||
| Total assets | $ | 44,644 | $ | 34,343 | ||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2025 | December 31, 2024 | |||||||
| (Audited) | (Audited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short term loan and Current maturities of long-term loans | $ | 775 | $ | 439 | ||||
| Operating lease liabilities, current | 251 | 176 | ||||||
| Trade payables | 6,778 | 6,362 | ||||||
| Employees and payroll accruals | 1,266 | 1,087 | ||||||
| Deferred revenues | 3,129 | 2,003 | ||||||
| Accrued expenses and other liabilities | 983 | 598 | ||||||
| Total current liabilities | 13,182 | 10,665 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans, net of current maturities | 972 | 980 | ||||||
| Operating lease liabilities, non-current | 768 | 576 | ||||||
| Long term deferred revenues | 286 | 293 | ||||||
| Accrued severance pay | 732 | 498 | ||||||
| Total long-term liabilities | 2,758 | 2,347 | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | 28,704 | 21,331 | ||||||
| Total liabilities and shareholders’ equity | $ | 44,644 | $ | 34,343 | ||||
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CONDENSED CONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Year ended December 31, | Three months ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating income (loss) | $ | 2,908 | $ | 1,439 | $ | 312 | $ | (616 | ) | |||||||
| Add: | ||||||||||||||||
| Impairment of Goodwill | 1,200 | 1,173 | 500 | 1,173 | ||||||||||||
| Amortization of intangible assets | 60 | 190 | 15 | 47 | ||||||||||||
| Stock-based compensation | 41 | 74 | 10 | 11 | ||||||||||||
| Depreciation | 419 | 370 | 107 | 100 | ||||||||||||
| EBITDA | $ | 4,628 | $ | 3,246 | $ | 944 | $ | 715 | ||||||||
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Year ended December 31, 2025 | ||||||||||||||||||||
| Revenues | $ | 13,587 | $ | 35,545 | $ | 1,847 | $ | (410 | ) | $ | 50,569 | |||||||||
| Gross profit | 2,900 | 8,745 | 430 | - | 12,075 | |||||||||||||||
| Allocated operating expenses | 2,365 | 4,277 | 276 | - | 6,918 | |||||||||||||||
| Impairment and amortization of intangible assets | 1,200 | 60 | - | 1,260 | ||||||||||||||||
| Unallocated operating expenses* | - | - | - | 989 | ||||||||||||||||
| Income (loss) from operations | $ | (665 | ) | $ | 4,408 | $ | 154 | - | 2,908 | |||||||||||
| Financial income and tax on income | 703 | |||||||||||||||||||
| Net income | $ | 3,611 | ||||||||||||||||||
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Year ended December 31, 2024 | ||||||||||||||||||||
| Revenues | $ | 12,877 | $ | 25,829 | 1,410 | (167 | ) | $ | 39,949 | |||||||||||
| Gross profit | 3,533 | 5,430 | 331 | 9,294 | ||||||||||||||||
| Allocated operating expenses | 2,273 | 3,338 | 274 | 5,885 | ||||||||||||||||
| Impairment of goodwill and intangible assets | 984 | 189 | - | 1,173 | ||||||||||||||||
| Unallocated operating expenses* | - | - | - | 797 | ||||||||||||||||
| Income from operations | $ | 276 | $ | 1,903 | $ | 57 | 1,439 | |||||||||||||
| Financial expenses and tax on income | 861 | |||||||||||||||||||
| Net income | $ | 2,300 | ||||||||||||||||||
| * | Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs. |
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months December 31, 2025 | ||||||||||||||||||||
| Revenues | $ | 4,379 | $ | 7,695 | $ | 668 | $ | ((119 | $ | 12,623 | ||||||||||
| Gross profit | 1,092 | 1,861 | 68 | - | 3,021 | |||||||||||||||
| Allocated operating expenses | 727 | 1,073 | 65 | - | 1,865 | |||||||||||||||
| Impairment and amortization of intangible assets | 500 | 15 | - | 515 | ||||||||||||||||
| Unallocated operating expenses* | - | 329 | ||||||||||||||||||
| Income from operations | $ | (135 | ) | $ | 773 | $ | 3 | - | 312 | |||||||||||
| Financial income and tax on income | 507 | |||||||||||||||||||
| Net income | $ | 819 | ||||||||||||||||||
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended December 31, 2024 | ||||||||||||||||||||
| Revenues | $ | 3,445 | $ | 6,806 | $ | 171 | (34 | ) | $ | 10,388 | ||||||||||
| Gross profit | 1,151 | 1,186 | 44 | - | 2,381 | |||||||||||||||
| Allocated operating expenses | 605 | 883 | 84 | - | 1,572 | |||||||||||||||
| Impairment of goodwill and intangible assets | 984 | 189 | - | 1,173 | ||||||||||||||||
| Unallocated operating expenses* | 252 | |||||||||||||||||||
| Income (loss) from operations | $ | (438 | ) | $ | 114 | $ | (40 | ) | (616 | ) | ||||||||||
| Financial expenses and tax on income | 1,101 | |||||||||||||||||||
| Net income | $ | 485 | ||||||||||||||||||
| * | Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs. |
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