6-K - BOSC - Equibles

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 2023

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 ________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___________

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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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:<br> BOS Reports Financial Results for the Fourth Quarter and<br> the Year 2022.

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 29, 2023

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release: BOS<br> Reports Financial Results for the Fourth Quarter and the Year 2022.

Exhibit 99.1

BOS Reports Financial Results for the FourthQuarter and the Year 2022

Exceeds the projections for 2022 and positiveoutlook for year 2023

RISHON LE ZION, Israel, March 29, 2023 – BOS Better Online Solutions Ltd. ("BOS" or the "Company") (NASDAQ: BOSC) reported its financial results for the fourth quarter and the year 2022.

Fourth Quarter2022 Financial Highlights:

●	Revenues grew by 25% to $11.3 million from $9.1 million in the fourth quarter of the year 2021;
●	Gross profit margin improved to 22.8% compared to 19.0% in the fourth quarter of the year 2021;
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●	Operating profit amounted to $652,000 compared to $58,000 in the fourth quarter of the year 2021;
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●	EBITDA amounted to $781,000 compared to $149,000 in the fourth quarter of the year 2021;
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●	Financial expenses increased to $115,000 from $2,000 in the fourth quarter of the year 2021;
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●	Net income amounted to $531,000 or $0.09 per basic share compared to $100,000 or $0.02 per<br> basic share in the fourth quarter of the year 2021;
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Year 2022 Financial Highlights:

●	Revenues grew by 23% to $41.5 million from $33.6 million in the year 2021 ;
●	Gross profit margin improved to 21.8% from 19.6% in the year 2021;
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●	Operating profit increased to $1.9 million from $0.5 million in the year 2021;
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●	EBITDA amounted to $2.4 million compared to $0.84 million in the year 2021.
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●	Financial expenses increased to $647,000 from $105,000 in the year 2021.
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●	Net income amounted to $1.28 million or $0.23 per basic share compared to $0.45 million or<br> $0.09 per basic share in the year 2021.
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Financial Outlook:

For the full year 2023, BOS currently expects:

●	Revenues<br> of $45 million
●	Net<br> income of $1.5 million
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Eyal Cohen, BOS' CEO stated: "We are pleased with the financial results of year 2022, which were above our expectations. We feel comfortable with our year 2023 projection and we are executing our growth plan that should yield further positive results in year 2024."

Ziv Dekel, BOS’ Chairman stated: “ Year 2022 was characterized by continued strengthening of BOS' core capabilities and enhancement of our competitive position in our different market places. This forms the basis for our future growth and profits."

BOS will host a conference call on Wednesday, March 29, 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 dial one of the following numbers:

US: +1-888-281-1167, International: +972-3-9180644.

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

About BOS

BOS provides services and systems for inventory production and management in three channels:

●	Services – The Supply Chain division provides inventory<br>procurement and kitting.
●	Integration – the RFID division provides off-the-shelf<br>software and equipment to track and manage inventory in the production floor and warehouse.
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●	Development – the Intelligent Robotics division develops<br>and builds custom-made robotic cells for industrial and logistic processes.
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Contact:

Eyal Cohen, CEO

+972-542525925 | eyalc@boscom.com

Use of Non-GAAP Financial Information

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.

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 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**.**

CONSOLIDATEDSTATEMENTS OF OPERATIONS

U.S. dollars in thousands

	Year ended<br> December 31,						Three months ended<br> December 31,
	2022			2021			2022			2021
	(Unaudited)			(Audited)			(Unaudited)			(Audited)
Revenues	$	41,511		$	33,634		$	11,328		$	9,079
Cost of revenues		32,451			27,048			8,738			7,351
Gross profit		9,060			6,586			2,590			1,728
Operating costs and expenses:
Research and development		166			208			38			54
Sales and marketing		4,924			3,955			1,375			1,053
General and administrative		2,122			1,906			564			563
Other income, net		(81	)		-			(39	)		-
Total operating costs and expenses		7,131			6,069			1,938			1,670
Operating income		1,929			517			652			58
Financial expenses, net		(647	)		(105	)		(115	)		2
Income before taxes on income		1,282			412			537			60
Taxes benefit (taxes on income)		(6	)		39			(6	)		40
Net income	$	1,276		$	451		$	531		$	100
Basic and diluted net income per share	$	0.23		$	0.09		$	0.09		$	0.02
Weighted average number of shares used in computing basic net income per share		5,550			5,212			5,702			5,301
Weighted average number of shares used in computing diluted net income per share		5,589			5,424			5,703			5,438
Number of outstanding shares as of December 31, 2022 and 2021		5,702			5,251			5,702			5,251

CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	December 31,<br><br> 2022		December 31, <br><br>2021
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,763	$	1,875
Restricted bank deposits		130		242
Trade receivables		10,834		9,209
Other accounts receivable and prepaid expenses		1,414		977
Inventories		6,433		5,567
Total current assets		20,574		17,870
LONG-TERM ASSETS		260		150
PROPERTY AND EQUIPMENT, NET		3,270		1,097
OPERATING LEASE RIGHT-OF-USE ASSETS, NET		1,110		944
OTHER INTANGIBLE ASSETS, NET		486		20
GOODWILL		4,895		4,676
Total assets	$	30,595	$	24,757

CONSOLIDATEDBALANCE SHEETS

(U.S. dollars in thousands)

	December 31,<br><br> 2022		December 31, <br><br>2021
	(Unaudited)		(Audited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term loans	$	586	$	740
Operating lease liabilities, current		301		538
Trade payables		7,984		5,200
Employees and payroll accruals		1,016		996
Deferred revenues		542		917
Advances net of inventory in process		47		249
Accrued expenses and other liabilities		719		112
Total current liabilities		11,195		8,752
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities		1,294		681
Operating lease liabilities, non-current		827		565
Long-term deferred revenues		241		132
Accrued severance pay		404		280
Total long-term liabilities		2,766		1,658
TOTAL SHAREHOLDERS' EQUITY		16,634		14,347
Total liabilities and shareholders' equity		$ 30, 595	$	24,757

CONDENSEDCONSOLIDATED EBITDA

(U.S. dollars in thousands)

	Year ended<br> December 31,				Three months ended<br> December 31,
	2022		2021		2022		2021
Operating income	$	1,929	$	517	$	652	$	58
Add:
Amortization of intangible assets		107		20		31		5
Stock-based compensation		97		67		22		23
Depreciation		255		238		76		63
EBITDA	$	2,388	$	842	$	781	$	149

SEGMENT INFORMATION

(U.S. dollars in thousands)

	RFID		Supply<br><br> Chain<br><br> Solutions		Intelligent Robotics				Consolidated
	Year ended December 31, 2022
Revenues	$	15,318	$	25,232		961			$	41,511
Gross profit (loss)		3,778		5,441		(159	)	-		9,060
Allocated operating expenses		2,535		3,450		425		-		6,410
Unallocated operating expenses*				-		-				721
Income (loss) from operations	$	1,243	$	1,991	$	(584	)	-		1,929
Financial expenses and tax on income										(653	)
Net income									$	1,276

	RFID		Supply<br><br> Chain<br><br> Solutions		Intelligent<br><br> Robotics			Intercompany			Consolidated
	Year ended December 31, 2021
Revenues	$	13,192	$	19,008		1,576		$	(142	)	$	33,634
Gross profit (loss)		3,338		3,708		(460	)		-			6,586
Allocated operating expenses		2,300		2,497		573			-			5,370
Unallocated operating expenses*		-				--						699
Income (loss) from operations	$	1,038	$	1,211	$	(1,033	)		-			517
Financial expenses and tax on income												(66	)
Net income											$	451

SEGMENT INFORMATION

(U.S. dollars in thousands)

	RFID		Supply<br><br> Chain<br><br> Solutions		Intelligent<br><br> Robotics			Intercompany		Consolidated
	Three months ended December 31, 2022
Revenues	$	4,273	$	6,789	$	266				$	11,328
Gross profit		1,187		1,560		(157	)		-		2,590
Allocated operating expenses		645		1,014		78			-		1,737
Unallocated operating expenses*											201
Income (loss) from operations	$	542	$	546	$	(235	)		-		652
Financial expenses and tax on income											121
Net income										$	531
	RFID		Supply<br><br> Chain<br><br> Solutions		Intelligent<br><br> Robotics			Intercompany		Consolidated
---	---	---	---	---	---	---	---	---	---	---	---
	Three months ended December 31, 2021
Revenues	$	3,999	$	4,840	$	236		$	4	$	9,079
Gross profit (loss)		1,126		1,025		(423	)		-		1,728
Allocated operating expenses		659		709		121			-		1,489
Unallocated operating expenses*											181
Income (loss) from operations	$	467	$	316	$	(544	)		-		58
Financial income and Tax on income											42
Net income										$	100
*	Unallocated operating expenses include costs not specific to a particular segment but are general to<br> the group, such as expenses incurred for insurance of directors and officers, public company fees, legal fees, and other similar<br> corporate costs.
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