6-K
BOS BETTER ONLINE SOLUTIONS LTD (BOSC)
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 2025
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 Record $15 Million in Revenues for the First Quarter of 2025. |
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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 29, 2025
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 99.1 | Press Release: BOS Reports Record $15 Million in Revenues for the First Quarter of 2025. |
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Exhibit 99.1
BOS Reports Record $15 Million in Revenues forthe First Quarter of 2025
RISHON LE ZION, Israel, May 29, 2025 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the first quarter of the year 2025.
First Quarter 2025 Financial Highlights:
| ● | Revenuesincreased by 33.1% to $15.0 million from $11.3 million in the first quarter of the year 2024; |
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| ● | Grossprofit margin improved to 23.9% compared to 22.7% in the first quarter of the year 2024; |
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| ● | EBITDA<br>increased by 86.2% to $1.9 million compared to $1.0 million in the first quarter of the year 2024; |
| --- | --- |
| ● | Operatingexpenses increased by only 7.7% compared to the 33.1% increase in revenues, demonstrating operating leverage; |
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| ● | Netincome increased by 82.3% to $1.35 million or $0.23 per basic share compared to $741,000 or $0.13 per basic share in the first quarter<br>of the year 2024; |
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| ● | Backlogwas $22 million as of March 31, 2025 compared to $27 million as of December 31, 2024. |
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Eyal Cohen, Chief Executive Officer at BOS, stated: “I am pleased to report record revenues and record net income in the first quarter, demonstrating the success of our strategic focus on the defense sector and diligent operating efficiency. We continue to capitalize on the growing opportunities in this rapidly changing sector by increasing contracting activity with existing customers and securing new customers.”
“Based on our first quarter performance and contracted backlog, we are optimistic about surpassing our full-year outlook for 2025, which are revenues of $44 million and net income of $2.5 million,” Cohen concluded.
“Our record results in the first quarter reflect BOS’s long-term investments in developing a diverse product offering and establishing a robust operational and financial framework, all of which are specifically designed to meet the evolving and distinct demands of the defense industry,” said Avidan Zelicovsky, BOS President.
BOS will host a video conference meeting on May 29, 2024 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/83920447982?pwd=nxng3dstyBqK9argz8YQSsH9Cx4VkE.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 integrates three specialized divisions:
Intelligent Robotics Division: Automates industrial and logistics inventory processes through advanced robotics technologies, improving efficiency and precision.
RFID Division: Optimizes inventory management with state-of-the-art solutions for marking and tracking, ensuring real-time visibility and control.
Supply Chain Division: Integrates franchised components directly into customer products, meeting their evolving needs for developing innovative solutions.
For more information on BOS Better Online Solutions Ltd., visit www.boscom.com.
For additional information, contact:
Matt Kreps, Managing Director
Darrow Associates
+1-214-597-8200
mkreps@darrowir.com
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-LookingStatements
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 effect of the war against the Hamas and other parties 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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| CONSOLIDATEDSTATEMENTS OF OPERATIONS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| U.S. dollars in thousands | |||||||||
| Three months ended<br> March 31, | Year ended<br> December 31, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | 2024 | |||||||
| (Unaudited) | (Unaudited) | (Audited) | |||||||
| Revenues | $ | 15,026 | $ | 11,287 | $ | 39,949 | |||
| Cost of revenues | 11,437 | 8,727 | 30,655 | ||||||
| Gross profit | 3,589 | 2,560 | 9,294 | ||||||
| Operating costs and expenses: | |||||||||
| Research and development | 41 | 44 | 175 | ||||||
| Sales and marketing | 1,263 | 1,162 | 4,394 | ||||||
| General and administrative | 542 | 508 | 2,113 | ||||||
| Impairment of intangible assets and Goodwill | - | - | 1,173 | ||||||
| Total operating costs and expenses | 1,846 | 1,714 | 7,855 | ||||||
| Operating income | 1,743 | 846 | 1,439 | ||||||
| Financial expenses, net | (272 | ) | (105 | ) | (139 | ) | |||
| Income before taxes on income | 1,471 | 741 | 1,300 | ||||||
| Income taxes benefits (expenses) | (120 | ) | - | 1,000 | |||||
| Net income | $ | 1,351 | $ | 741 | $ | 2,300 | |||
| Basic net income per share | $ | 0.23 | $ | 0.13 | $ | 0.40 | |||
| Diluted net income per share | $ | 0.22 | $ | 0.13 | $ | 0.39 | |||
| Weighted average number of shares used in computing basic net income per share | 5,900 | 5,748 | 5,756 | ||||||
| Weighted average number of shares used in computing diluted net income per share | 6,273 | 5,828 | 5,887 | ||||||
| Number of outstanding shares as of March 31, 2025 <br>and 2024 and December 31, 2024 | 5,924 | 5,748 | 5,793 |
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| CONSOLIDATEDBALANCE SHEETS | ||||
|---|---|---|---|---|
| (U.S. dollars<br>in thousands) | ||||
| March 31, <br><br>2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| (Unaudited) | (Audited) | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 3,844 | $ | 3,368 |
| Restricted bank deposits | 66 | 185 | ||
| Trade receivables, net | 15,839 | 11,787 | ||
| Other accounts receivable and prepaid expenses | 1,235 | 1,150 | ||
| Inventories | 7,505 | 7,870 | ||
| Total current assets | 28,489 | 24,360 | ||
| LONG-TERM ASSETS | 167 | 177 | ||
| PROPERTY AND EQUIPMENT, NET | 3,362 | 3,417 | ||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 727 | 779 | ||
| DEFERRED TAX ASSETS | 981 | 1,000 | ||
| OTHER INTANGIBLE ASSETS, NET | 407 | 422 | ||
| GOODWILL | 4,188 | 4,188 | ||
| Total assets | $ | 38,321 | $ | 34,343 |
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| CONSOLIDATEDBALANCE SHEETS | ||||
|---|---|---|---|---|
| (U.S. dollars<br>in thousands) | ||||
| March 31, <br> 2025 | December 31, <br> 2024 | |||
| --- | --- | --- | --- | --- |
| (Unaudited) | (Audited) | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Current maturities of long-term loans | $ | 342 | $ | 439 |
| Operating lease liabilities, current | 161 | 176 | ||
| Trade payables | 7, 769 | 6,362 | ||
| Employees and payroll accruals | 1,128 | 1,087 | ||
| Deferred revenues | 2,543 | 2,003 | ||
| Accrued expenses and other liabilities | 1,091 | 598 | ||
| Total current liabilities | 13,034 | 10,665 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans, net of current maturities | 921 | 980 | ||
| Operating lease liabilities, non-current | 530 | 576 | ||
| Long-term deferred revenues | 273 | 293 | ||
| Accrued severance pay, net | 514 | 498 | ||
| Total long-term liabilities | 2,238 | 2,347 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 23,049 | 21,331 | ||
| Total liabilities and shareholders’ equity | $ | 38,<br>321 | $ | 34,343 |
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| CONDENSED CONSOLIDATED EBITDA |
|---|
| (U.S. dollars<br>in thousands) |
| Threemonths ended March 31, | Year ended<br> December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||||
| Operating income | $ | 1,743 | $ | 846 | $ | 1,439 |
| Add: | ||||||
| Impairment of Goodwill and other intangible assets | - | 1,173 | ||||
| Amortization of intangible assets | 15 | 47 | 190 | |||
| Stock-based compensation | 9 | 21 | 74 | |||
| Depreciation | 101 | 89 | 370 | |||
| EBITDA | $ | 1,868 | $ | 1,003 | $ | 3,246 |
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain <br> Solutions | Intelligent <br> 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 | ||||||||||
| RFID | Supply Chain<br><br> Solutions | Intelligent<br><br> Robotics | Intercompany | Consolidated | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three months ended March 31, 2024 | ||||||||||||
| Revenues | $ | 3,683 | $ | 7,356 | 250 | (2 | ) | $ | 11,287 | |||
| Gross profit | 992 | 1,484 | 84 | - | 2,560 | |||||||
| Allocated operating expenses | 565 | 909 | 62 | - | 1,536 | |||||||
| Unallocated operating expenses* | - | - | - | 178 | ||||||||
| Income from operations | $ | 427 | $ | 575 | $ | 22 | 846 | |||||
| Financial expenses and tax on income | (105 | ) | ||||||||||
| Net income | $ | 741 |
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply ChainSolutions | Intelligent Robotics | Intercompany | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2024 | |||||||||||
| Revenues | $ | 12,877 | $ | 25,829 | 1,410 | (167 | ) | $ | 39,949 | ||
| Gross profit | 3,533 | 5,430 | 331 | 9,294 | |||||||
| Allocated operating expenses | 2,273 | 3,338 | 274 | 5,885 | |||||||
| Impairment of goodwill and intangible assets | 984 | 189 | - | 1,173 | |||||||
| Unallocated operating expenses* | - | - | - | 797 | |||||||
| Income from operations | $ | 276 | $ | 1,903 | $ | 57 | 1,439 | ||||
| Financial expenses and tax benefit | 861 | ||||||||||
| Net income | $ | 2,300 | |||||||||
| * | Unallocated operating expenses include costs not specific<br>to a particular segment but general to the entire 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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