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 August 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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 Second 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. Better Online Solutions Ltd.
(Registrant)
By:	/s/ Moshe Zeltzer
	Moshe Zeltzer
	Chief Financial Officer

Dated: August 22, 2023

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EXHIBIT INDEX

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

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Exhibit 99.1

BOS Reports Financial Results for the SecondQuarter of the Year 2023

RISHON LE ZION, Israel, August 22, 2023 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the second quarter of the year 2023.

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SecondQuarter 2023 Financial Highlights:

●	Revenues for the second quarter of 2023 grew by 9.5% to $11.3 million from $10.3 million in the<br> comparable quarter last year.
●	Operating profit for the second quarter of 2023 increased by 32% to $707,000 compared to $537,000<br> in the comparable quarter last year.
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●	EBITDA for the second quarter of 2023 increased by 32% to $863,000 from $653,000 in the comparable<br> quarter last year.
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●	Financial expensesfor the second quarter of 2023 decreased to $98,000 compared to $378,000<br> in the comparable quarter last year. The decrease is attributed to the depreciation of the<br> Israeli NIS as compared to the US dollar by 10.2% in the second quarter of the year 2022<br> as compared to a depreciation of 2.3% in the second quarter of the year 2023.
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●	Net income for the second quarter of 2023 increased by 283% to $609,000 or $0.11 per basic<br> share compared to $159,000 or $0.03 per basic share in the second quarter of the year 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 since 2021. In addition, we are looking for an M&A opportunity for further expansion.”

Eyal Cohen, BOS’ CEO, stated: “The relatively strong results in the first half of the year and our backlog for the remainder of the year 2023 advance us towards meeting and possibly exceeding our financial targets for 2023, which are revenues of over $45 million and net income above $1.5 million.”

BOS will host a conference call on August 22, 2023 at 9:00 a.m. EDT – 4:00 p.m., Israel Time. 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/87034095301?pwd=ZGo3bGRuTTRCZEpYOHF1OW1RWml6Zz09 or dial to: +1 646 876 9923, meeting ID - 870 3409 530, passcode - 455932

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

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About BOS

BOS empowers inventory processes through its 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-GAA****P 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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Safe Harbor 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. 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

	Six months ended<br> June 30,						Three months ended<br> June 30,
	2023			2022			2023			2022
	(Unaudited)						(Unaudited)
Revenues	$	23,478		$	21,138		$	11,336		$	10,350
Cost of revenues		18,409			16,667			8,931			8,130
Gross profit		5,069			4,471			2,405			2,220
Operating costs and expenses:
Research and development		78			87			37			36
Sales and marketing		2,470			2,340			1,224			1,176
General and administrative		912			999			437			471
Acquisition expenses		-			44			-			-
Total operating costs and expenses		3,460			3,470			1,698			1,683
Operating income		1,609			1,001			707			537
Financial expenses, net		(343	)		(529	)		(98	)		(378	)
Income before taxes on income		1,266			472			609			159
Taxes on income		-			-			-			-
Net income	$	1,266		$	472		$	609		$	159
Basic and diluted net income per share	$	0.22		$	0.09		$	0.11		$	0.03
Weighted average number of shares used in computing basic net income per share		5,707			5,395			5,712			5,538
Weighted average number of shares used in computing diluted net income per share		5,767			5,438			5,847			5,570
Number of outstanding shares as of<br> June 30, 2023 and 2022		5,741			5,702			5,741			5,702

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CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

****	June 30, 2023		December 31, 2022
****	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,931	$	1,763
Restricted bank deposits		144		130
Trade receivables		11,011		10,834
Other accounts receivable and prepaid expenses		1,167		1,414
Inventories		7,667		6,433
Total current assets		21,920		20,574
LONG-TERM ASSETS		244		260
PROPERTY AND EQUIPMENT, NET		3,341		3,270
OPERATING LEASE RIGHT-OF-USE ASSETS, NET		955		1,110
OTHER INTANGIBLE ASSETS, NET		1,174		486
GOODWILL		4,895		4,895
Total assets	$	32,529	$	30,595

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CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	June30, 2023		December 31, <br><br>2022
	(Unaudited)		(Audited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long term loans	$	391	$	586
Operating lease liabilities, current		235		301
Trade payables		7,801		7,984
Employees and payroll accruals		980		1,016
Deferred revenues		1,550		542
Advances net of inventory in process		79		47
Accrued expenses and other liabilities		812		719
Total current liabilities		11,848		11,195
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities		1,209		1,294
Operating lease liabilities, non-current		674		827
Long term deferred revenues		401		241
Accrued severance pay		363		404
Total long-term liabilities		2,647		2,766
TOTAL SHAREHOLDERS’ EQUITY		18,034		16,634
Total liabilities and shareholders’ equity	$	32, 529	$	30,595

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CONDENSEDCONSOLIDATED EBITDA

(U.S. dollars in thousands)

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	Six months ended<br> June 30,				Three months ended<br> June 30,
	2023		2022		2023		2022
Operating income	$	1,609	$	1,001	$	707	$	537
Add:
Amortization of intangible assets		73		45		47		31
Stock-based compensation		49		50		24		25
Depreciation		165		118		85		60
EBITDA	$	1,896	$	1,214	$	863	$	653

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SEGMENT INFORMATION

(U.S. dollars in thousands)

	RFID		Supply<br><br>Chain Solutions		Intelligent Robotics			Intercompany		Consolidated
	Six months ended June 30, 2023
Revenues	$	6,948	$	15,351	$	1,257		$	77	$	23,633
Gross profit		1,796		3,253		20			-		5,069
Allocated operating expenses		1,097		1,859		130			-		3,086
Acquisition expenses		-		-		-			-		-
Unallocated operating expenses*		-		-		-			374
Income (loss) from operations	$	699	$	1,394	$	(110	)		-		1,609
Financial expenses and tax on income											(343	)
Net income										$	1,266
	RFID		Supply<br><br>Chain Solutions		Intelligent Robotics			Intercompany		Consolidated
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	Six months ended June 30, 2022
Revenues	$	7,693	$	12,873	$	572		$	-	$	21,138
Gross profit (loss)		1,915		2,575		(19	)		-		4,471
Allocated operating expenses		1,209		1,585		271			-		3,065
Acquisition expenses		44		-		-			-		44
Unallocated operating expenses*		-		-		-					361
Income (loss) from operations	$	662	$	990	$	(290	)		-		1,001
Financial expenses and tax on income											(529	)
Net income										$	472
*	Unallocated operating expenses include costs not specific to<br>a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company<br>fees, legal fees, and other similar corporate costs.
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SEGMENT INFORMATION

(U.S. dollars in thousands)

	RFID		Supply<br><br>Chain Solutions		Intelligent Robotics			Intercompany		Consolidated
	Threemonths ended June 30, 2023
Revenues	$	2,931	$	7,863	$	557		$	14	$	11,365
Gross profit		689		1,668		48			-		2,405
Allocated operating expenses		524		931		55			-		1,510
Unallocated operating expenses*									-		188
Income (loss) from operations	$	165	$	737	$	(7	)		-		707
Financial expenses and tax on income											(98	)
Net income										$	609
	RFID		Supply<br><br>Chain Solutions		Intelligent<br><br> Robotics			Intercompany		Consolidated
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	Threemonths ended June 30, 2022
Revenues	$	3,590	$	6,366	$	394		$	-	$	10,350
Gross profit		885		1,332		3			-		2,220
Allocated operating expenses		566		809		129			-		1,504
Unallocated operating expenses*									-		179
Income (loss) from operations	$	319	$	523	$	(126	)		-		537
Financial expenses and tax on income											(378	)
Net income										$	159
*	Unallocated operating expenses include costs not specific to<br>a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company<br>fees, legal fees, and other similar corporate costs.
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