6-K

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 November 2023

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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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 Third Quarter of the Year 2023.

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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.<br> Better Online Solutions Ltd.
(Registrant)
By:	/s/<br> Moshe Zeltzer
	Moshe<br> Zeltzer
	Chief<br> Financial Officer

Dated: November 30, 2023

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release: BOS Reports Financial Results for the Third Quarter of the Year 2023.

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Exhibit 99.1

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BOSReports Financial Results for the Third Quarter of the Year 2023

RISHON LE ZION, Israel, November 30, 2023 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the third quarter of the year 2023.

ThirdQuarter 2023 Statements of Operations Highlights:

●	Revenues for the third quarter of 2023 grew by 8.5% to $9.8 million from $9.0 million in the comparable<br> quarter last year.
●	Operating profitfor the third quarter of 2023 increased by 87.7% to $441,000 from $235,000<br> in the comparable quarter last year.
●	EBITDA for<br> the third quarter of 2023 increased by 70.4% to $600,000 from $352,000 in the comparable<br> quarter last year.
●	Financial expensesfor the third quarter of 2023 increased to $128,000 from $3,000 in the<br> comparable quarter last year due to currency exchange costs between the NIS and the US$.
●	Net income for the third quarter of 2023 increased by 14.2% to $313,000 or $0.05 per<br> basic share compared to $274,000 or $0.05 per basic share in the third quarter of the year<br> 2022.

Balancesheet Highlights:

Cashand cash equivalents amounted to $1.2 million as of September 30, 2023, compared to $1.8 million in December 31, 2022. The decrease in cash is attributed mainly to investing activities as reflected in our long-term assets. During the first nine months of 2023, we paid $ 351,000 for the purchase of distribution rights of electronic components (for the Supply Chain division). We also paid $68,000 on account of the Dagesh acquisition we made in 2022 (for the RFID division).

Tradereceivables amounted to $11.6 million and 95 aging days as of September 30, 2023, compared to $10.8 million and 95 aging days as of December 31, 2022.

Inventories as of September 2023 amounted to $7.2 million and 76 aging days compared to $6.4 million and 72 aging days in December 2022. The increase in inventory is attributed to projects in process in the Robotic division.

Bankloans (short and long) amounted to $1.9 million as of September 30, 2023, roughly the same balance as of December 31, 2022.

Tradepayablesamounted to $6.7 million and 70 aging days as of September 30, 2023, compared to $8.0 million and 90 aging days as of December 31 2022. During 2022, we temporarily extended our vendor credit days to support our 25% growth in 2022.

Workingcapitalamounted to $10.2 million as of September 30, 2023, compared to $9.4 million as of December 31, 2022.

Shareholdersequityamounted to $18.4 million as of September 30, 2023, compared to $16.6 million as of December 31, 2022.

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Ziv Dekel, BOS’ Chairman, stated: “BOS’ management has invested extensive resources to strengthen BOS’ market position and penetrate new business segments. I am pleased to see the positive results consistently yielded by these efforts.”

Eyal Cohen, BOS’ CEO, stated: “The relatively strong results in the first nine months of the year and our backlog for the remainder of the year 2023 advance us towards meeting our financial targets for 2023, despite the current security situation in Israel.”

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BOS will host a conference call on November 30, 2023 at 9:00 a.m. EDT. A question-and-answer session will follow management’s presentation.

To access the conference call, please click on the following link:

https://us06web.zoom.us/j/86032588513?pwd=IZrcDvzp6KRbeUfXoxXBPNb1n1WMbL.1

or dial to: +1 646 876 9923, meeting ID - 860 3258 8513, passcode - 574037

For those unable to listen to the live call, a replay of the call will be available the next day on the BOS website: http://www.boscorporate.com

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AboutBOS

BOS’ technologies enhance inventory processes through three business divisions:

●	The<br> Intelligent Robotics division automates industrial and logistic inventory processes;
●	The<br> RFID division marks and tracks inventory; and
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●	The<br> Supply Chain division manages inventory.
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For additional information, contact: Eyal Cohen, CEO

+972-542525925 | eyalc@boscom.com

Useof Non-GAAP Financial Information

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BOS reports financial results in accordance with US GAAP and herein provides some 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 that are prepared in accordance with GAAP. The Company uses the non-GAAP measures presented to evaluate and manage the Company’s operations internally. The Company is also providing this information to assist investors in performing additional financial analysis that is 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.

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SafeHarbor Regarding Forward-Looking Statements

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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 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 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.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in the future into a greater regional conflict. It is currently not possible to predict the duration or severity of the ongoing conflict or its long term effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

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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CONSOLIDATEDSTATEMENTS OF OPERATIONS

U.S.dollars in thousands

	Nine months ended<br><br>September 30,						Three months ended<br><br>September 30,
	2023			2022			2023			2022
	(Unaudited)						(Unaudited)
Revenues	$	33,292		$	30,183		$	9,815		$	9,045
Cost of revenues		26,174			23,713			7,765			7,046
Gross profit		7,118			6,470			2,050			1,999
Operating costs and expenses:
Research and development		114			128			36			40
Sales and marketing		3,612			3,599			1,143			1,215
General and administrative		1,342			1,508			430			509
Total operating costs and expenses		5,068			5,235			1,609			1,764
Operating income		2,050			1,235			441			235
Financial expenses, net		(471	)		(532	)		(128	)		(3	)
Other income, net		-			42			-			42
Income before taxes on income		1,579			745			313			274
Taxes on income		-			-			-			-
Net income	$	1,579		$	745		$	313		$	274
Basic net income per share	$	0.28		$	0.14		$	0.05		$	0.05
Diluted net income per share	$	0.27		$	0.14		$	0.05		$	0.05
Weighted average number of shares used in computing basic net income per share		5,720			5,498			5,747			5,702
Weighted average number of shares used in computing diluted net income per share		5,913			5,542			6,086			5,729
Number of outstanding shares as of<br> September 30, 2023 and 2022		5,748			5,702			5,748			5,702

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CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	September 30,<br><br>2023		December 31,<br><br>2022
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,177	$	1,763
Restricted bank deposits		159		130
Trade receivables		11,596		10,834
Other accounts receivable and prepaid expenses		843		1,414
Inventories		7,221		6,433
Total current assets		20,996		20,574
LONG-TERM ASSETS		245		260
PROPERTY AND EQUIPMENT, NET		3,349		3,270
OPERATING LEASE RIGHT-OF-USE ASSETS, NET		1,065		1,110
OTHER INTANGIBLE ASSETS, NET		1,126		486
GOODWILL		4,895		4,895
Total assets	$	31,676	$	30,595

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CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	September 30,<br><br>2023		December 31,<br><br>2022
	(Unaudited)		(Audited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short term loan and current maturities	$	832	$	586
Operating lease liabilities, current		220		301
Trade payables		6,724		7,984
Employees and payroll accruals		828		1,016
Deferred revenues		1,002		542
Advances net of inventory in process		212		47
Accrued expenses and other liabilities		944		719
Total current liabilities		10,762		11,195
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities		1,130		1,294
Operating lease liabilities, non-current		764		827
Long term deferred revenues		285		241
Accrued severance pay		347		404
Total long-term liabilities		2,526		2,766
TOTAL SHAREHOLDERS’ EQUITY		18,388		16,634
Total liabilities and shareholders’<br> equity	$	31,<br>676	$	30,595

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CONDENSEDCONSOLIDATED EBITDA

(U.S. dollars in thousands)

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	Nine months ended<br><br>September 30,				Three months ended<br><br>September 30,
	2023		2022		2023		2022
Operating income	$	2,050	$	1,235	$	441	$	235
Add:
Amortization of intangible assets		120		76		48		31
Stock-based compensation		73		75		24		25
Depreciation		252		179		87		61
EBITDA	$	2,495	$	1,565	$	600	$	352

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SEGMENTINFORMATION

(U.S. dollars in thousands)

****	RFID		Supply Chain Solutions		Intelligent Robotics		****	Intercompany		****	Consolidated		****
****			Nine months ended September 30, 2023										****
Revenues	$	10,091	$	21,827	$	1,463		$	(89	)	$	33,292
Gross profit		2,454		4,588		77			-			7,119
Allocated operating expenses		1,636		2,700		187			-			4,523
Unallocated operating expenses*		-		-		-						546
Income (loss) from operations	$	818	$	1,888	$	(110	)		-			2,050
Financial expenses and tax on income												(471	)
Net income											$	1,579
****	RFID		Supply Chain Solutions		Intelligent Robotics		****	Intercompany		Consolidated		****
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****			Nine months ended September 30, 2022									****
Revenues	$	11,046	$	18,442		695			-	$	30,183
Gross profit (loss)		2,591		3,881		(2	)		-		6,470
Allocated operating expenses		1,889		2,436		347			-		4,672
Unallocated operating expenses*		-		-		-					563
Income (loss) from operations	$	702	$	1,445	$	(349	)		-		1,235
Financial expenses and tax on income											(490	)
Net income										$	745
*	Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred<br>for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs.
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SEGMENTINFORMATION

(U.S. dollars in thousands)

****	RFID		Supply Chain Solutions		Intelligent Robotics		Intercompany		****	Consolidated
****			Three months ended September 30, 2023
Revenues	$	3,143	$	6,476	$	206	$	(10	)	$	9,815
Gross profit		658		1,335		57		-			2,050
Allocated operating expenses		539		841		57		-			1,437
Unallocated operating expenses*								-			172
Income from operations	$	119	$	494	$	-		-			441
Financial expenses and tax on income											128
Net income										$	313
****	RFID		Supply Chain Solutions		Intelligent Robotics		****	Intercompany		Consolidated
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****			Three months ended September 30, 2022
Revenues	$	3,352	$	5,570	$	123			-	$	9,045
Gross profit		676		1,306		17			-		1,999
Allocated operating expenses		636		851		76			-		1,563
Unallocated operating expenses*									-		201
Income (loss) from operations	$	40	$	455	$	(59	)		-		235
Financial expenses and tax on income											39
Net income										$	274
*	Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred<br>for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs.
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