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 2022
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.
Paragraphs 1-2 of 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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 Announces an Acquisition and Provides an Outlook for the year 2022. |
2
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 10, 2022
3
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release: BOS Announces an Acquisition and Provides an Outlook for the year 2022. |
4
Exhibit 99.1
BOS Announces an Acquisition and Provides an Outlook for the year 2022
RISHON LEZION, Israel, March 10, 2022 (GLOBE NEWSWIRE) -- B.O.S. Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC), announced today that its RFID division acquired the assets of Dagesh Ltd, which provides inventory counting services in Israel, mainly for retail stores.
In consideration for the acquisition, BOS shall pay NIS 2.3 million (approximately $US 700,000) of which NIS 1.5 million was paid at the closing, NIS 700,000 shall be paid by April 2022, and NIS 100,000 shall be paid by March 2023. In addition, BOS shall pay to Dagesh, by March 2023:
| · | An earn-out payment of 3%-6% of the revenues of the acquired assets in the 12 months ending February 28, 2023, provided that these revenues are in excess of NIS 2.5 million; and |
| · | NIS 100,000, upon the retention of at least 50% of the employees of Dagesh by BOS. |
Eyal Cohen, CEO of BOS, stated: “Dagesh provides inventory counting services for valuable customers with high growth potential. Combining Dagesh with our existing inventory counting services is expected to create operational synergy, increase our market share, and strengthen our market position. We estimate that this acquisition will contribute about $1 million to our consolidated revenues for the remaining 10 months of the year 2022, and will positively affect our 2022 net income (after accounting for acquisition expenses and amortization of related intangible assets).
In conclusion, I would like to share our outlook for the year 2022, which is revenues in excess of $35 million and net income to exceed $1 million.”
About BOS
BOS provides services and systems for inventory production and management in three channels:
| · | Services – The Supply Chain division provides inventory procurement and kitting - www.BOSSupplyChain.com. |
| · | Integration – the RFID division provides off-the-shelf software and equipment to track and manage inventory in the production floor and warehouse – www.BOSRFID.com. |
| · | Development – the Intelligent Robotics division develops and builds custom-made robotic cells for the industrial and logistic processes – www.BOSROBOTICS.com. |
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, failure to successfully integrate and achieve the potential benefits of business acquisitions (including the businesses acquired from Dagesh Ltd and Imdecol Ltd), 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 impact of the COVID-19 virus and 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.
Contact
Eyal Cohen,
CEO
+972-542525925 | eyalc@boscom.com