Bos Better Online Solutions Ltd 6-K, filed May 28, 2026
Bos Better Online Solutions Ltd (BOSC)
About this 6-K
Bos Better Online Solutions Ltd filed this 6-K on May 28, 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 May 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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 First Quarter of 2026. |
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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: May 28, 2026
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release: BOS Reports Financial Results for the First Quarter of 2026. |
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Exhibit 99.1
BOS Reports Financial Results for the First Quarter of 2026
Raises Full-Year 2026 Revenue Guidance
RISHON LE ZION, Israel, May 28, 2026 -- BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (Nasdaq: BOSC), an integrator of supply chain technologies for the aerospace, defense, industrial, and retail sectors, today announced its financial results for the first quarter of 2026.
Quarter Ended March 31, 2026 Financial Results
Revenues for the first quarter of 2026 were $11.4 million. While revenues in the first quarter of 2025 were $15.0 million, that figure was boosted by a single outsized transaction of $2.5 million, making the 2025 full-year average quarterly revenue, of $12.6 million a more representative comparison.
Gross Profit in the first quarter of 2026 was $2.8 million with a gross profit margin of 24.9%, compared to $3.6 million with a gross profit margin of 23.9% in Q1 2025.
Operating Expenses in the first quarter of 2026 totaled $2.17 million, compared to $1.85 million in Q1 2025. The increase is primarily attributable to the 13.6% depreciation of the U.S. dollar against the New Israeli Shekel (NIS) from Q1 2025 to Q1 2026.
Operating Income in the first quarter of 2026 was $665,000 compared to $1.7 million in Q1 2025.
Financial Income in the first quarter of 2026 was $120,000 compared to financial expenses of $272,000 in Q1 2025. Our balance sheet includes significant net assets denominated in Israeli shekels, so changes in the exchange rate between the U.S. dollar and the NIS result in foreign-currency gains or losses when the dollar depreciates or appreciates against the shekel.
Net Income in the first quarter of 2026 amounted to $765,000, or $0.11 per basic share compared to $1.35 million, or $0.23 per basic share in Q1 2025.
Cash and cash equivalents, net of loans, amounted to $9.5 million as of March 31, 2026, compared to $10.1 million as of December 31, 2025.
Business Updates
In March 2026, the Supply Chain division signed a new exclusive sales, marketing, and distribution agreement with Doppler Electronics Private Limited, an Indian corporation, to expand its business activities in the growing Indian market. During the first quarter of the year, we received $3.3 million in orders from Indian customers compared to only $172,000 in the comparable quarter last year.
In March 2026, the Supply Chain division acquired the remaining 50% of the profit rights in a joint venture for the sale of wire products for the defense and aviation industries, for a total consideration of approximately $641,000, resulting in full ownership of the venture. Wire product revenues contributed $500,000 in the first quarter of 2026, and the division is well-positioned for continued growth in this segment.
In May 2026, we announced a strategic initiative to expand our RFID division beyond its current retail focus to Israeli defense sector. Accordingly, we engaged a specialized consulting firm led by IDF veterans with hands-on experience in defense procurement. We view this move as part of a broader strategy to diversify our RFID customer base.
“The first quarter results are in line with our expectations,” said Eyal Cohen, BOS’ CEO. “Our backlog grew by 29% from $24 million at year-end 2025 to $31 million as of March 31, 2026. We now anticipate exceeding our previously announced annual revenue target of $51 million. The depreciation of the U.S. dollar against the New Israeli Shekel is creating pressure on our profitability and as a result, at this stage, we are maintaining our net income target of $3.6 million for the full year. We are responding to the depreciation of the U.S dollar by working on accelerating revenue growth and improving gross profit margins.”
Investor Conference Call
BOS will host a video conference meeting on May 28, 2026, at 8:30 a.m. EDT. A question-and-answer session will follow management’s presentation. To access the video conference meeting, please click on the following link: https://us06web.zoom.us/j/89470679082?pwd=PlJwUwaXO74oZDDC3JiPS5rUvdZq6P.1
For those unable to participate in the video conference, a recording of the meeting will be available the next day on the BOS website: www.boscom.com
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
Distributes and integrates franchised electronic components directly into customer products.
RFID Division
Optimizes customers’ inventory management through state-of-the-art marking and tracking solutions, ensuring real-time visibility and control.
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Intelligent Robotics Division
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.
Contacts:
Toni McLaughlin, Director
Allele Communications | +1 786.290.7095 | tmclaughlin@allelecommunications.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)
| Three months ended March 31, | Year ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| (Unaudited) | (Unaudited) | (Audited) | ||||||||||
| Revenues | $ | 11,388 | $ | 15,026 | $ | 50,569 | ||||||
| Cost of revenues | 8,555 | 11,437 | 38,494 | |||||||||
| Gross profit | 2,833 | 3,589 | 12,075 | |||||||||
| Operating costs and expenses: | ||||||||||||
| Research and development | 60 | 41 | 178 | |||||||||
| Sales and marketing | 1,477 | 1,263 | 5,242 | |||||||||
| General and administrative | 631 | 542 | 2,547 | |||||||||
| Impairment of Goodwill | - | - | 1,200 | |||||||||
| Total operating costs and expenses | 2,168 | 1,846 | 9,167 | |||||||||
| Operating income | 665 | 1,743 | 2,908 | |||||||||
| Financial income (expenses), net | 120 | (272 | ) | 590 | ||||||||
| Income before taxes on income | 785 | 1,471 | 3,498 | |||||||||
| Income taxes benefits (expenses) | (20 | ) | (120 | ) | 113 | |||||||
| Net income | $ | 765 | $ | 1,351 | $ | 3,611 | ||||||
| Basic net income per share | $ | 0.11 | $ | 0.23 | $ | 0.59 | ||||||
| Diluted net income per share | $ | 0.11 | $ | 0.22 | $ | 0.57 | ||||||
| Weighted average number of shares used in computing basic net income per share | 7,036 | 5,900 | 6,161 | |||||||||
| Weighted average number of shares used in computing diluted net income per share | 7,198 | 6,273 | 6,312 | |||||||||
| Number of outstanding shares as of March 31, 2026 and 2025 | 7,050 | 5,924 | 7,029 | |||||||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 10,555 | $ | 11,825 | ||||
| Restricted bank deposits | 118 | 98 | ||||||
| Trade receivables | 15,068 | 15,638 | ||||||
| Other receivable and prepaid expenses | 2,245 | 1,440 | ||||||
| Inventories | 6,750 | 6,541 | ||||||
| Total current assets | 34,736 | 35,542 | ||||||
| OTHER LONG-TERM ASSETS | 146 | 128 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,556 | 3,449 | ||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 857 | 926 | ||||||
| DEFERRED TAX ASSETS | 1,250 | 1,250 | ||||||
| OTHER INTANGIBLE ASSETS, NET | 885 | 361 | ||||||
| GOODWILL | 2,988 | 2,988 | ||||||
| Total assets | $ | 44,418 | $ | 44,644 | ||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short term loans and Current maturities of long-term loans | $ | 137 | $ | 775 | ||||
| Operating lease liabilities, current | 234 | 251 | ||||||
| Trade payables | 6,431 | 6,778 | ||||||
| Employees and payroll accruals | 1,173 | 1,266 | ||||||
| Deferred revenues | 3,477 | 3,129 | ||||||
| Accrued expenses and other liabilities | 762 | 983 | ||||||
| Total current liabilities | 12,214 | 13,182 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans, net of current maturities | 947 | 972 | ||||||
| Operating lease liabilities, non-current | 730 | 768 | ||||||
| Long term deferred revenues | 306 | 286 | ||||||
| Accrued severance pay | 745 | 732 | ||||||
| Total long-term liabilities | 2,728 | 2,758 | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | 29,476 | 28,704 | ||||||
| Total liabilities and shareholders’ equity | $ | 44,418 | $ | 44,644 | ||||
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CONDENSED CONSOLIDATED EBITDA
(U.S. dollars in thousands)
Three months ended March 31, | Year ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Operating income | $ | 665 | $ | 1,743 | $ | 2,908 | ||||||
| Add: | ||||||||||||
| Impairment of Goodwill | - | - | 1,200 | |||||||||
| Amortization of intangible assets | 115 | 15 | 60 | |||||||||
| Stock-based compensation | 6 | 9 | 41 | |||||||||
| Depreciation | 108 | 101 | 419 | |||||||||
| EBITDA | $ | 894 | $ | 1,868 | $ | 4,628 | ||||||
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||||
| Revenues | $ | 3,456 | $ | 7,650 | $ | 306 | $ | (24 | ) | $ | 11,388 | |||||||||
| Gross profit | 658 | 2,026 | 149 | - | 2,833 | |||||||||||||||
| Allocated operating expenses | 563 | 1,143 | 111 | - | 1,817 | |||||||||||||||
| Amortization of intangible assets | - | 115 | - | 115 | ||||||||||||||||
| Unallocated operating expenses* | - | 236 | ||||||||||||||||||
| Income from operations | $ | 95 | $ | 768 | $ | 38 | - | $ | 665 | |||||||||||
| Financial income and tax on income | 100 | |||||||||||||||||||
| Net income | $ | 765 | ||||||||||||||||||
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||||
| Revenues | $ | 3,259 | $ | 11,390 | $ | 496 | $ | (119 | ) | $ | 15,026 | |||||||||
| Gross profit | 707 | 2,756 | 126 | - | 3,589 | |||||||||||||||
| Allocated operating expenses | 529 | 1,048 | 68 | - | 1,645 | |||||||||||||||
| Unallocated operating expenses* | 201 | |||||||||||||||||||
| Income from operations | $ | 178 | $ | 1,708 | $ | 58 | $ | 1,743 | ||||||||||||
| Financial expenses and tax on income | (392 | ) | ||||||||||||||||||
| Net income | $ | 1,351 | ||||||||||||||||||
| * | 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 | ||||||||||||||||
| 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 | ||||||||||||||||||
| * | 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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