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 2024

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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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 2024.

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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: November 27, 2024

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release: BOS Reports Financial Results for the Third Quarter of the Year 2024.

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Exhibit 99.1

BOS Reports Financial Results for the ThirdQuarter of the

Year 2024

RISHON LE ZION, Israel, November 27, 2024 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) a global integrator for supply chain technologies, reported its financial results for the third quarter of the year 2024.

Third Quarter 2024 Statements of OperationsHighlights:

●	Revenues for the third quarter amounted to<br>$9.83 million, roughly unchanged from the comparable quarter last year.
●	Gross profit margin for the third quarter<br>of 2024 increased to 21.9% compared to 20.9% in the comparable quarter last year.
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●	Operating profitfor the third quarter<br>of 2024 increased by 24.8% to $551,000 from $441,000 in the comparable quarter last year.
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●	EBITDA for the third quarter of 2024<br>increased by 18.3% to $710,000 compared to $600,000 in the comparable quarter last year.
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●	Financial income for the third quarter of<br>2024 amounted to $24,000, compared to financial expenses of $(128,000) in the comparable quarter last year.
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●	Net income for the third quarter of<br>2024 increased by 83.1% to $574,000 compared to $313,000 in the comparable quarter last year.
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●	Basic net income per share for<br>the third quarter of 2024 doubled to $0.10 compared to $0.05 in the comparable quarter last year.
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Eyal Cohen, BOS’ CEO, stated: “We are pleased with our third-quarter and nine-month results, which highlight improved profitability driven primarily by enhanced operational efficiency and higher product mix margins. However, we now anticipate falling short of our projected $46 million annual revenue target, and expect to close 2024 with approximately $40 million in revenues. This shortfall stems largely from the delay in the delivery of customer orders, which we had anticipated for completion before year-end.

That said, we do remain on track to achieve our net income target of $2.2 million in 2024, demonstrating our ability to manage costs effectively and maintain profitability in spite of the interim decrease in revenues.

Looking ahead, we are optimistic about our growth prospects for next year, as a significant portion of our revenues is defense-oriented—an industry experiencing strong and sustained growth. This optimism is reinforced by the 15% increase in our backlog to $23 million as of September 30, 2024, compared to $20.1 million at the end of 2023, as well as the $2.7 million order from a defense customer that we announced earlier this month. We look forward to sharing our financial guidance for 2025 in January.”

Ziv Dekel, BOS’ Chairman, stated: “As we look to the future, our growth strategy is built on two key pillars: deepening our penetration in the defense sector and expanding our international sales. We will continue to strengthen our relationships with our strategic defense customers by broadening our offerings, and ensuring that we meet their evolving needs. In parallel, we aim to expand our sales overseas by leveraging our relationships with Israeli defense customers that operate globally. By aligning with their international activities and providing tailored solutions, we can tap into new opportunities within the growing global defense market.”

BOS will host a video conference call on November 27, 2024 at 8:30 a.m. EST.

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

https://us06web.zoom.us/j/83701495535?pwd=5rANXKpCp1hbrHYRIHIBIdKbBZSaUF.1

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.boscom.com

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About BOS

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BOS integrates cutting-edge technologies to streamline and enhance supply chain operations across three specialized divisions:

●	IntelligentRobotics Division: Automates industrial and logistics inventory processes through advanced robotics technologies, improving efficiency<br>and precision.
●	RFIDDivision: Optimizes inventory management with state-of-the-art solutions for marking and tracking, ensuring real-time visibility<br>and control.
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●	SupplyChain Division: Integrates franchised components directly into client products, meeting their evolving needs for developing cutting-edge<br>products.
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For additional information, contact: Eyal Cohen, CEO

+972-542525925 | eyalc@boscom.com

Use of 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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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.

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, in response to extensive rocket attacks by Hezbollah on Israel, Israel has launched a military campaign in Lebanon. 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 conflicts or their long term effects on our business, operations and financial conditions. The ongoing conflicts are 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 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 September 30,					****	Three months ended September 30,				****
****	2024		****	2023		****	2024		2023		****
****	(Unaudited)					****	(Unaudited)				****
Revenues	$	29,561		$	33,292		$	9,827	$	9,815
Cost of revenues		22,648			26,174			7,672		7,765
Gross profit		6,913			7,118			2,155		2,050
Operating costs and expenses:
Research and development		125			114			41		36
Sales and marketing		3,276			3,612			1,063		1,143
General and administrative		1,457			1,342			500		430
Total operating costs and expenses		4,858			5,068			1,604		1,609
Operating income		2,055			2,050			551		441
Financial income (expenses), net		(238	)		(471	)		24		(128	)
Income before taxes on income		1,817			1,579			575		313
Taxes on income		2			-			1		-
Net income	$	1,815		$	1,579		$	574	$	313
Basic net income per share	$	0.32		$	0.28		$	0.10	$	0.05
Diluted net income per share	$	0.31		$	0.27		$	0.10	$	0.05
Weighted average number of shares used in computing basic net income per share		5,750			5,720			5,753		5,747
Weighted average number of shares used in computing diluted net income per share		5,854			5,913			5,884		6,086
Number of outstanding shares as of September 30, 2024 and 2023		5,761			5,748			5,761		5,748

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CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	September 30, <br><br>2024		December 31, <br><br>2023
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,014	$	2,344
Restricted bank deposits		204		217
Trade receivables		11,449		12,424
Other accounts receivable and prepaid expenses		1,299		963
Inventories		6,527		6,070
Total current assets		21,493		22,018
LONG-TERM ASSETS		184		196
PROPERTY AND EQUIPMENT, NET		3,360		3,268
OPERATING LEASE RIGHT-OF-USE ASSETS, NET		833		1,026
OTHER INTANGIBLE ASSETS, NET		935		1,078
GOODWILL		4,895		4,895
Total assets	$	31,700	$	32,481

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CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	September 30, <br><br>2024		December 31, <br><br>2023
	(Unaudited)		(Audited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short term loan and current maturities	$	431	$	170
Operating lease liabilities, current		183		235
Trade payables		5,400		7,710
Employees and payroll accruals		859		980
Deferred revenues		657		600
Advances net of inventory in process		418		137
Accrued expenses and other liabilities		679		1,072
Total current liabilities		8,627		10,904
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities		1,003		1,150
Operating lease liabilities, non-current		605		759
Long term deferred revenues		291		339
Accrued severance pay		427		490
Total long-term liabilities		2,326		2,738
TOTAL SHAREHOLDERS’ EQUITY		20,747		18,839
Total liabilities and shareholders’ equity	$	31,<br>700	$	32,481

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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,
	2024		2023		2024		2023
Operating income	$	2,055	$	2,050	$	551	$	441
Add:
Amortization of intangible assets		143		120		47		48
Stock-based compensation		63		73		21		24
Depreciation		269		252		91		87
EBITDA	$	2,530	$	2,495	$	710	$	600

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SEGMENT INFORMATION

(U.S. dollars in thousands)

	RFID		Supply Chain<br><br>Solutions		Intelligent<br><br>Robotics		Intercompany			Consolidated
	Nine months ended September 30, 2024
Revenues	$	9,432	$	19,023	$	1,239	$	(133	)	$	29,561
Gross profit		2,382		4,244		287		-			6,913
Allocated operating expenses		1,669		2,455		189		-			4,313
Unallocated operating expenses*		-		-		-					545
Income from operations	$	713	$	1,789	$	98		-			2,055
Financial expenses and tax on income											(240	)
Net income										$	1,815

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	RFID		Supply ChainSolutions		Intelligent<br><br>Robotics			Intercompany			Consolidated
	Nine months ended September 30, 2023
Revenues	$	10,091	$	21,827	$	1,463		$	(89	)	$	33,292
Gross profit		2,453		4,588		77			-			7,118
Allocated operating expenses		1,635		2,700		187			-			4,522
Unallocated operating expenses*		-		-		-						546
Income (loss) from operations	$	818	$	1,888	$	(110	)		-			2,050
Financial expenses and tax on income												(471	)
											$	1,579
*	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 ChainSolutions		Intelligent<br><br>Robotics		Intercompany			Consolidated
	Threemonths ended September 30, 2024
Revenues	$	2,770	$	6,336	$	838	$	(117	)	$	9,827
Gross profit		762		1,256		137		-			2,155
Allocated operating expenses		566		771		67		-			1,404
Unallocated operating expenses*								-			200
Income from operations	$	196	$	485	$	70		-			551
Financial income and tax on income											23
Net income										$	574
	RFID		Supply ChainSolutions		Intelligent<br><br>Robotics		Intercompany			Consolidated
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	Threemonths 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
*	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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