STOCK TITAN

BOS Better Online H1 2026 operating cash falls to $228K

Operating cash flow was $228,000 in the first half of 2026, compared with $1.454 million a year earlier.

(Neutral)

Sentiment and the balance of points

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Form Type
6-K

Rhea-AI Filing Summary

BOS Better Online Solutions Ltd. reported revenue of $26.242 million and net income of $2.130 million for the six months ended June 30, 2026.

Revenue was $26.553 million in the comparable 2025 period. Gross profit was $6.243 million versus $6.219 million, while operating income was $1.735 million versus $1.811 million. Basic and diluted earnings per share were $0.30 and $0.30, compared with $0.36 and $0.33. Management attributed the diluted per-share decline primarily to 970,000 shares issued upon warrant and option exercises in the second half of 2025; the $2.9 million proceeds were planned for acquisitions expected to increase earnings.

Net cash provided by operating activities was $228,000, versus $1.454 million in 2025. Investing activities used $931,000, including $639,000 for intangible assets acquired after exercise of a put option for counterparties’ rights and obligations under a joint venture agreement. As of June 30, 2026, cash and cash equivalents were $10.378 million; management reported $24.1 million in working capital and said it was sufficient for present requirements.

0 points · 0 major

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0 major · 1 point

How the balance works

Positive

  • None.

Negative

  • Moderate pointOperating cash flow: $228,000 versus $1.454 million in first-half 2025.
Revenue $26.242 million Six months ended June 30, 2026; $26.553 million in the comparable 2025 period
Gross profit $6.243 million Six months ended June 30, 2026; $6.219 million in the comparable 2025 period
Operating income $1.735 million Six months ended June 30, 2026; $1.811 million in the comparable 2025 period
Net income $2.130 million Six months ended June 30, 2026; $2.114 million in the comparable 2025 period
Diluted net income per share $0.30 per share Six months ended June 30, 2026; $0.33 per share in the comparable 2025 period
Net cash provided by operating activities $228,000 Six months ended June 30, 2026; $1.454 million in the comparable 2025 period
Cash and cash equivalents $10.378 million As of June 30, 2026
put option financial
"Pursuant to the exercise of the put option"
A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.
anti-dilutive financial
"was determined to be anti-dilutive"
A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.
goodwill impairment loss financial
"recognized a goodwill impairment loss"
Goodwill impairment loss is an accounting write-down that happens when the extra value a company recorded for acquisitions—things like brand reputation, customer relationships, or expected synergies—no longer seems recoverable. It reduces reported earnings and company equity, signaling to investors that past acquisitions aren’t delivering as expected; like discovering you overpaid for a used car because its value dropped, it can prompt reassessment of future cash flow and stock valuation.
operating lease liabilities financial
"Present value of lease liabilities"
Long-term lease payments a company is legally committed to because it rents assets such as offices, factories, or equipment; under modern accounting rules these future rent obligations are recorded on the balance sheet as liabilities. Investors care because operating lease liabilities act like debt that drains future cash, affects measures of leverage and borrowing capacity, and can change profitability and valuation — think of them as a company’s large, ongoing rent payments that limit its financial flexibility.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did BOSC's operating cash flow decline in the first half of 2026?

BOSC reported $228,000 of operating cash flow for the six months ended June 30, 2026, compared with $1.454 million in the comparable 2025 period. The company attributed the decrease primarily to higher customer advance payments in 2025 and profit excluding impairment charges that was $700,000 higher in 2025.

What intangible assets did BOSC acquire in 2026?

BOS acquired the counterparties’ rights and obligations under its joint venture agreement for NIS 2,000,000 ($639,000) after exercising a put option. It recorded the consideration as an intangible asset related to distribution rights and customer relationships, with an estimated useful life of three years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 September 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.

 

This Form 6-K, including the exhibits, is 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.

 

Attached hereto is the following exhibit:

 

99.1   Unaudited Condensed Interim Consolidated Financial Statements of the Registrant as of June 30, 2026.
99.2   Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months ended June 30, 2026 and June 30, 2025.
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

1

 

 

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: September 30, 2026

 

2

 

 

EXHIBIT INDEX

 

EXHIBIT NO.   DESCRIPTION
99.1   Unaudited Condensed Interim Consolidated Financial Statements of the Registrant as of June 30, 2026.
99.2   Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months ended June 30, 2026 and June 30, 2025.
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

3

Exhibit 99.1

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

 

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF JUNE 30, 2026

 

IN U.S. DOLLARS

 

UNAUDITED

 

INDEX

 

  Page
   
Condensed Interim Consolidated Balance Sheets F-2 - F-3
   
Condensed Interim Consolidated Statements of Operations F-4
   
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity F-5
   
Condensed Interim Consolidated Statements of Cash Flows F-6 - F-7
   
Notes to Condensed Interim Consolidated Financial Statements F-8 - F-16

 

- - - - - - - - - -

 

F-1

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

   

June 30,

2026

    December 31,
2025
 
    Unaudited     Audited  
ASSETS            
             
CURRENT ASSETS:            
Cash and cash equivalents   $ 10,378     $   11,825  
Restricted bank deposits     130       98  
Trade receivables (net of allowance for doubtful accounts of $141 and $139 at June 30, 2026 and December 31 2025, respectively)     17,739       15,638  
Other accounts receivable and prepaid expenses     2,025       1,440  
Inventories     7,726       6,541  
                 
Total current assets     37,998       35,542  
                 
NON-CURRENT ASSETS:                
Long-term assets     129       128  
Property and equipment, net     3,517       3,449  
Deferred Tax Assets     1,250       1,250  
Operating lease right-of-use assets, net     856       926  
Intangible assets, net     810       361  
Goodwill     2,988       2,988  
                 
Total non-current assets     9,550       9,102  
                 
Total assets   $ 47,548     $ 44,644  

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-2

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share and per share data)

 

   

June 30,

2026

    December 31,
2025
 
    Unaudited     Audited  
LIABILITIES AND SHAREHOLDERS’ EQUITY            
             
CURRENT LIABILITIES:            
Current maturities of non-current loans   $ 139     $ 775  
Operating lease liabilities, current     280       251  
Trade payables     8,202           6,778  
Employees and payroll accruals     1,376       1,266  
Deferred revenues     3,285       3,129  
Accrued expenses and other liabilities     623       983  
                 
Total current liabilities     13,905       13,182  
                 
NON-CURRENT LIABILITIES:                
Loans, net of current maturities     972       972  
Operating lease liabilities, non-current     744       768  
Deferred revenues     345       286  
Accrued severance pay     701       732  
                 
Total non-current liabilities     2,762       2,758  
                 
COMMITMENTS AND CONTINGENT LIABILITIES                
                 
SHAREHOLDERS’ EQUITY:                
Share capital and additional paid-in capital                
Ordinary shares: Authorized; 11,000,000 shares at June 30, 2026 and December 31, 2025; Issued and outstanding: 7,059,810 and 7,028,934 shares at June 30, 2026 and December 31, 2025     90,210       90,061  
Shares to be issued     -       102  
Accumulated other comprehensive loss     (243 )     (243 )
Accumulated deficit     (59,086 )     (61,216 )
                 
Total equity     30,881       28,704  
                 
Total liabilities and shareholders’ equity   $ 47,548     $ 44,644  

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-3

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands (except share and per share data)

 

   

Six months period ended

June 30, 

 
    2026     2025  
    Unaudited     Unaudited  
             
Revenues   $ 26,242     $ 26,553  
Cost of revenues     19,999       20,334  
                 
Gross profit   $ 6,243     $ 6,219  
                 
Operating costs and expenses:                
Research and development     114       87  
Sales and marketing     3,104       2,540  
General and administrative     1,290       1,081  
Impairment of Goodwill     -       700  
Total operating costs and expenses     4,508       4,408  
                 
Operating income     1,735       1,811  
Financial income, net     415       424  
Income before taxes on income     2,150       2,235  
Taxes on income     20       121  
Net income   $ 2,130     $ 2,114  
                 
Basic net income per share   $ 0.30     $ 0.36  
                 
Diluted net income per share   $ 0.30     $ 0.33  
                 
Weighted average number of shares used in computing net income per share:                
Basic     7,043       5,925  
                 
Diluted     7,193       6,385  

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-4

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

U.S. dollars in thousands (except share and per share data)

 

    Ordinary
shares
    Share
capital and
additional
paid-in
capital
    Shares to be issued     Accumulated
other
comprehensive
loss
    Accumulated
deficit
    Total
shareholders’
equity
 
                                     
Balance as of January 1, 2025   5,792,559     $ 86,401     $ -     $ (243 )   $ (64,827 )   $       21,331  
Exercise of options into ordinary shares     267,433       764       -       -       -       764  
Share-based compensation expense     -       21       -       -       -       21  
Net income     -       -       -       -       2,114       2,114  
                                                 
Balance as of June 30, 2025 (unaudited)     6,059,992     $ 87,186     $ -     $ (243 )   $ (62,713 )   $ 24,230  
                                                 
Balance as of January 1, 2026     7,028,934     $ 90,061     $ 102     $ (243 )   $ (61,216 )   $ 28,704  
Exercise of options into ordinary shares     10,000       23       -       -       -       23  
Issuance of Ordinary Shares     20,876       102       (102 )                     -  
Share-based compensation expense     -       24       -       -       -       24  
Net income     -       -       -       -       2,130       2,130  
                                                 
Balance as of June 30, 2026 (unaudited)     7,059,810     $ 90,210     $ -     $ (243 )   $ (59,086 )   $ 30,881  

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-5

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands (except share and per share data)

 

   

Six months period ended

June 30,

 
    2026     2025  
    Unaudited  
Cash flows from operating activities:            
             
Net income   $ 2,130     $ 2,114  
Adjustments required to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     414       234  
Impairment of Goodwill     -       700  
Interest and exchange rate of loans     99       98  
Severance pay, net     (31 )     111  
Share-based compensation expenses     24       21  
Decrease (Increase) in trade receivables, net     (2,101 )     (3,902 )
Decrease (Increase) in other accounts receivable and other long-term assets     (586 )     15  
Increase in inventories     (1,185 )     953  
Decrease in trade payables     1,424       (274 )
Decrease (increase) in Deferred Tax Assets     -       (82 )
Decrease in operating lease right-of-use assets, net     143       113  
Increase in operating lease liabilities     (68 )     (46 )
Increase (Decrease) in employees and payroll accruals, deferred revenues, accrued expenses and other liabilities     (35 )     1,399  
                 
Net cash provided by operating activities   $ 228     $ 1,454  
                 
Cash flows to investing activities:                
  Acquisition of intangible assets (See Note 5)     (639 )     -  
  Purchase of property and equipment     (292 )     (269 )
                 
Net cash used in investing activities   $ (931 )   $ (269 )

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-6

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands (except share and per share data)

 

   

Six months period ended

June 30,

 
    2026     2025  
    Unaudited  
Cash flows from financing activities:            
             
Proceeds received from issuance of shares upon options exercised, net     23       764  
                 
Repayment of loans     (735 )     (267 )
                 
Net cash provided by (used in) financing activities   $ (712 )   $ 497  
                 
Change in cash and cash equivalents, and restricted bank deposits     (1,415 )     1,682  
Cash, cash equivalents and restricted bank deposits at the beginning of the period     11,923       3,553  
                 
Cash, cash equivalents and restricted bank deposits at the end of the period   $ 10,508     $ 5,235  
                 
Supplementary cash flow activities:                
                 
(a) Cash paid during the period for:                
Tax   $ 109     $ 65  
Interest   $ 45     $ 286  
(b) Cash received during the period for:                
Interest     142       -  

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

F-7

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 1: GENERAL

 

  A. B.O.S. Better Online Solutions Ltd. (“BOS” or the “Company”) is an Israeli corporation. The Company’s shares are listed on NASDAQ under the ticker BOSC.

 

  B. As of June 30, 2026, the Company has three operating segments: Intelligent Robotics, RFID and Supply Chain Solutions.

 

  C. The Company’s wholly owned subsidiaries include:

 

  1. BOS-Dimex Ltd., (“BOS-Dimex”), is an Israeli company that comprises the RFID segment. BOS-Dimex provides comprehensive turn-key solutions for Automatic Identification and Data Collection (AIDC), combining a mobile infrastructure with software applications of manufacturers that we represent. BOS-Dimex also offers on-site inventory count services in the fields of apparel, food, convenience and pharma as well as asset tagging and counting services for corporate and governmental entities.

 

  2. BOS-Odem Ltd. (“BOS-Odem”), an Israeli company, is a distributor of electronic components to customers worldwide, mainly in the aerospace and defense industries. BOS-Odem is also a supply chain service provider for aviation customers that prefer to consolidate their component acquisitions through a supplier that is able to provide a comprehensive solution to their components-supply needs. BOS-Odem is part of the Supply Chain Solutions segment; and

 

  3. Ruby-Tech Inc., a New York corporation, is a wholly owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions segment.

 

  D. Iron Swords War

 

    In October 2023, Israel was attacked by Hamas and entered a state of war. Since then, the conflict has expanded into a broader regional conflict and increased tensions, including direct hostilities involving Iran and disruptions affecting commercial shipping routes, which resulted in periods of heightened security restrictions and disruption to economic activity in Israel. The security situation has created challenges for businesses operating in Israel, including potential disruptions to supply chains, transportation and shipping, workforce availability, and customer and supplier operations. The Company has taken measures to safeguard its employees and facilities and to mitigate potential impacts on its operations. As of the date of these financial statements, the Company believes that the security situation has not had a significant impact on its activities.

 

F-8

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies applied in the financial statements of the Company as of December 31, 2025, were applied consistently in these interim financial statements.

 

  A. Use of estimates in the preparation of financial statements

 

The preparation of condensed interim consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated interim financial statements, the most significant estimates and assumptions include (i) net realizable value of the inventory, (ii) impairment analysis of goodwill and intangible assets, (iii) allowance for doubtful accounts; and (iv) revenue recognition.

 

  B. Principles of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Company, were eliminated upon consolidation.

 

  C. Cash and cash equivalents

 

Cash equivalents are short-term, highly liquid investments with original maturities of less than three months from the date of purchase.

 

  D. Earnings per share

 

The Company computes net earnings per share in accordance with ASC 260, “Earnings per share”. Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period, net of the weighted average number of treasury shares (if any).

 

Diluted earnings per ordinary share is computed similarly to basic earnings per share, except that the denominator is increased to include the number of additional potential ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the effect of the additional ordinary shares were dilutive. Potential ordinary shares are excluded from the computation for a period in which a net earning is reported or if their effect is anti-dilutive.

 

An amount of 0.3 million and 0.9 million weighted average outstanding options and warrants have been excluded from the calculation of the diluted net earnings per share for the period of six months ended June 30, 2026 and 2025, respectively, because the effect of the ordinary shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive

 

F-9

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES cont.

 

  E. Recently issued accounting pronouncements, not yet adopted

  

  1. In November 2024, the FASB issued ASU 2024-03 on Disaggregation of Income Statement Expenses that enhances disclosure of certain costs and expenses to provide enhanced transparency into the expenses presented in the income statement. The updates are effective for annual periods beginning after December 15, 2026, and may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company intends to apply the guidance in fiscal year 2027. The Company is currently assessing the impact of the disclosure of this standard.

 

  2. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Targeted Improvements (ASU 2025-06). ASU 2025-06 provides updated guidance clarifying the capitalization of costs related to internal-use software, including enhanced guidance on cloud computing arrangements. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

 

F-10

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 3: UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

These accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of June 30, 2026, have been included. Operating results for the six-month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ended December 31, 2026, or any other interim period in the future.

 

The consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.

 

The unaudited interim financial statements should be read in conjunction with the Company’s annual financial statements and accompanying notes as of December 31, 2025, included in the Company’s Annual Report on Form 20-F, filed with the Securities Exchange Commission on March 31, 2026.

 

NOTE 4: INVENTORIES

 

Composition:

 

    June 30,
2026
    December 31,
2025
 
    Unaudited     Audited  
Raw materials   $ 28     $        199  
Inventory in progress     2,007       1,737  
Finished goods     5,691       4,605  
                 
    $ 7,726     $ 6,541  

 

F-11

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 5: INTANGIBLE ASSETS, NET

 

  A. Other Intangible Assets:

 

    Distribution rights     Customers’
relationship
    Non-competition     Total  
Balance as of January 1 and December 31, 2024     422       -            -       422  
Changes during 2025                                
Amortization during 2025     (61 )     -       -       (61 )
Balance as of January 1 and December 31, 2025     361       -       -       361  
Changes during six months period ended June 30, 2026                                
Acquisition during 2026*             639       -       639  
Amortization during 2026     (150 )     (40 )     -       (190 )
Balance as of June 30, 2026   $ 211       599       -     $ 810  

 

* In March 2026, as part of a settlement agreement, Qpaz Technologies Ltd. and Keren Lahav 3 L.P. (together, the "Counterparties") exercised a put option under a joint venture agreement dated August 26, 2024, pursuant to which the Company and Qpaz Technologies Ltd. had partnered for the sale of wire products for the defense and aviation industries.

 

Pursuant to the exercise of the put option, the Company acquired from the Counterparties their rights and obligations under the joint venture agreement for a total consideration of NIS 2,000,000 ($639,000).

 

Management determined that the consideration represented an intangible asset related to distribution rights and customer relationships. The useful life of the acquired intangible asset was estimated to be three years.

 

 

 

B. Amortization expenses amounted to $190 and $61 for the period of six months ended June 30, 2026, and the year ended December 31, 2025, respectively.

  

  C. The changes in the carrying amount of goodwill during the period of six months ended June 30, 2026, and the year ended December 31, 2025, respectively are as follows:

 

    Goodwill  
Balance as of January 1 and December 31, 2024     4,188  
Acquisition during 2025        
Impairment of Goodwill     (1,200 )
Balance as of January 1 and December 31, 2025     2,988  
Changes during the six months period ended June, 30 2026     -  
Impairment of Goodwill     -  
Balance as of June 30, 2026   $ 2,988  

 

(*) As of June 30, 2026 the entire remaining balance of goodwill relates to the RFID segment

 

F-12

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 5: INTANGIBLE ASSETS, NET cont.

 

The Company operates in three reportable segments: Intelligent Robotics, RFID and Supply Chain Solutions. The Company’s goodwill was originally allocated to two reporting units, the RFID reporting unit and the Intelligent Robotics reporting unit. As of June 30, 2026 and December 31, 2025, all remaining goodwill related only to the RFID reporting unit. 

 

The RFID segment includes one reporting unit with an allocated goodwill balance of approximately $2,988 as of June 30, 2026. The Company performed an impairment analysis as of December 31, 2024, using the income approach and concluded that the carrying value of the reporting unit exceeded its fair value. Accordingly, the Company recognized a goodwill impairment loss of $707.

 

As a result of negative factors, including decreases in revenue and profit, the Company performed an interim impairment analysis as of June 30, 2025. The Company concluded that the carrying value of the RFID reporting unit exceeded its fair value and recognized a goodwill impairment loss of $700. The interim impairment test was based on a valuation performed internally by management.

 

The annual impairment analysis as of December 31, 2025 resulted in an additional goodwill impairment loss of $500 for the RFID reporting unit. Accordingly, the Company recognized aggregate goodwill impairment losses of $1,200 for the year ended December 31, 2025. The annual impairment test was based on a valuation performed by management with the assistance of a third-party independent appraiser.

 

The most significant assumptions and judgments used in the discounted cash flow model under the income approach for the 2025 impairment test were projected cash flows for four years, including projected revenues, expenses and capital expenditures, the estimated weighted-average cost of capital, short-term and long-term growth rates, and market conditions. The measurement of the fair value of reporting units as part of the goodwill impairment analysis is classified as Level 3 within the fair value hierarchy.

 

F-13

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 6: LEASES

 

The Company has entered into several non-cancellable operating lease agreements for its offices and vehicles. The Company’s leases have original lease periods expiring between 2026 and 2034. Payments due under such lease contracts include primarily fixed payments. The Company assumes renewals in the determination of the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

The components of lease costs, lease term and discount rate are as follows: 

 

    Six Months Ended  
    June 30,
2026
 
    (unaudited)  
Operating lease cost:      
Vehicles     58  
Facilities rent     102  
      160  
Remaining Lease Term        
Vehicles     0.33 - 3.34 years  
Facilities rent     0.25 - 8.09 years  
         
Weighted Average Discount Rate        
Vehicles     6.42 %
Facilities rent     5.65 %

 

The following is a schedule, by year, of maturities of operating lease liabilities as of June 30, 2026:

 

    June 30,
2026
 
    (unaudited)  
Period:      
The remainder of 2026     191  
2027     279  
2028     239  
2029     134  
2030     85  
2031-2034     334  
Total operating lease payments     1,262  
Less: imputed interest     (238 )
Present value of lease liabilities     1,024  

 

F-14

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 7: SEGMENTS AND GEOGRAPHICAL INFORMATION

 

Commencing January 1, 2020, the Company presents its business operations in three reportable segments, consisting of the RFID segment, Supply Chain Solutions segment and the Intelligent Robotics segment.

 

The Company’s management makes financial decisions and allocates resources, based on the information it receives from its internal management system. The Company allocates resources and assesses performance for each operating segment using information about revenues and gross profit.

 

  a. Information about the operating segments for the six months ended June 30, 2026 and 2025 is as follows:

 

    RFID    

Supply
Chain Solutions

    Intelligent Robotics     Intercompany     Consolidated  
                               
Six months ended June 30, 2026:                              
                               
Revenues from external customers   $ 7,251     $ 18,595     $ 617     $ (221 )   $ 26,242  
                                         
Cost of revenues, net of allowance   $ 5,828     $ 14,036     $ 361     $ (221 )   $ 20,004  
                                         
Allowance for slow inventory   $ -     $ (5 )   $ -     $ -     $ (5 )
                                         
Gross profit   $ 1,423     $ 4,564     $ 256     $ -     $ 6,243  
                                         
Allocated operating expenses   $ 1,207     $ 2,574     $ 216     $ -     $ 3,997  
                                         
Segment profit (loss)   $ 216     $ 1,990     $ 40     $ -     $ 2,246  
                                         
Unallocated operating expenses     -       -       -       -     $ 511  
                                         
Operating Income (loss)   $ 216     $ 1,990     $ 40     $ -     $ 1,735  
                                         
Financial income     -       -       -       -     $ 415  
                                         
Income before taxes on income     -       -       -       -     $ 2,150  
                                         
Tax on income     -       -       -       -     $ 20  
                                         
Net Income     -       -       -       -     $ 2,130  

 

F-15

 

 

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

 

NOTE 7: SEGMENTS AND GEOGRAPHICAL INFORMATION cont.

 

    RFID     Supply Chain Solutions     Intelligent Robotics     Intercompany     Consolidated  
                               
Six months ended June 30, 2025:                              
                               
Revenues from external customers   $ 6,168     $ 19,734     $ 868     $ (217 )   $ 26,553  
                                         
Cost of revenues, net of allowance   $ 4,907     $ 14,688     $ 663     $ (217 )   $ 20,041  
                                         
Allowance for slow-moving inventory   $ -     $ 293     $ -     $ -     $ 293  
                                         
Gross profit   $ 1,261     $ 4,753     $ 205     $ -     $ 6,219  
                                         
Allocated operating expenses   $ 1,760     $ 2,106     $ 141     $ -     $ 4,007  
                                         
Segment profit (loss)   $ (499 )   $ 2,647     $ 64     $ -     $ 2,212  
                                         
Unallocated operating expenses     -       -       -       -     $ 401  
                                         
Operating Income (loss)   $ (499 )   $ 2,647     $ 64     $ -     $ 1,811  
                                         
Financial expenses     -       -       -       -     $ 424  
                                         
Net Income before tax     -       -       -       -     $ 2,235  
                                         
Tax on income     -       -       -       -     $ 121  
                                         
Net Income     -       -       -       -     $ 2,114  

 

  b. The following presents total revenues for the six months ended June 30, 2026 and 2025 based on the location of customers:

 

    June 30,  
    2026     2025  
    Unaudited  
             
Israel   $ 22,083     $ 23,746  
Far East     -       -  
India     2,861       696  
Europe     891       919  
United States     407       1,192  
Others     -       -  
                 
    $ 26,242     $ 26,553  

 

F-16

 

Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025

 

The following discussion and analysis of the results of B.O.S Better Online Solutions Ltd. (sometimes referred to herein as, “BOS”, the “Company”, “we”, “us” or “our’) should be read in conjunction with our interim condensed consolidated financial statements as of and for the six months ended June 30, 2026, appearing elsewhere in this Form 6-K, our audited consolidated financial statements and other financial information as of and for the year ended December 31, 2025 appearing in our Annual Report on Form 20-F for the year ended December 31, 2025 and Item 5—“Operating and Financial Review and Prospects” of that Annual Report.

 

Forward-Looking Statements

 

Statements in this Report on Form 6-K may constitute “forward-looking statements” within the meaning of the United States Federal securities laws that are based on our beliefs and assumptions as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate”, “believe”, “estimate”, “expect”, “plan”, “intend”, “should”, “predict”, “potential”, “opinion” or the negative of these terms or similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those described herein. Factors that could cause or contribute to such differences include, but are not limited to, those set forth under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, as well as those discussed elsewhere in that Annual Report and in our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.

 

Results of Operations 

 

Revenues for the six months ended June 30, 2026 were $26.2 million, compared to $26.6 million in the six months ended June 30, 2025.

 

Gross profit for the six months ended June 30, 2026 amounted to $6.24 million (a gross margin of 23.8%), compared to $6.21 million (a gross margin of 23.4%) for the six months ended June 30, 2025.

 

Sales and marketing expenses for the six months ended June 30, 2026 were $3.1 million or 11.8% of revenues, compared to $2.54 million or 9.5% of revenues for the six months ended June 30, 2025. General and administrative expenses for the six months ended June 30, 2026 were $1.3 million, compared to $1.1 million in the six months ended June 30, 2025.

 

Operating income in the six months ended June 30, 2026 amounted to $1.7 million, compared to $1.8 million in the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company recorded a goodwill impairment charge of $700,000 due to underperformance in the RFID segment. Excluding the goodwill impairment charge our operating expenses in the first six months of 2026 increased by $800,000 as compared to the comparable period in 2025. The average exchange rate of NIS to US dollar, declined from 3.6 in the first six months of 2025 to 3.03 in the first six months of 2026. Since most of our operating expenses are linked to NIS, the depreciation of the U.S. dollar against the New Israeli Shekel during the first half of 2026, accounted for most of the increase in our operating expenses.

 

Financial income for the six months ended June 30, 2026 was $415,000, compared to financial income of $424,000 in the six months ended June 30, 2025.

 

 

 

 

Net income in the six months ended June 30, 2026 amounted to $2.13 million, compared to $2.11 million in the six months ended June 30, 2025. On a per share basis, the basic and diluted net income per share in the six months ended June 30, 2026 was $0.30 and $0.30, respectively, compared to $0.36 and $0.33, respectively, for the six months ended June 30, 2025. The decline in diluted earnings per share, from $0.33 to $0.30, was primarily due to the issuance of 970,000 shares upon the exercise of warrants and options during the second half of 2025. Proceeds from these exercises amounted to $2.9 million, which we plan to deploy toward acquisitions that are expected to increase our earnings. We remain focused both on organic growth across all three divisions and on continuing to evaluate selective bolt-on acquisitions.

 

Liquidity and Capital Resources

 

As of June 30, 2026, we had $972,000 in long-term bank loans, and current maturities of $139,000. Cash and cash equivalents as of June 30, 2026 amounted to $10.4 million.

 

The Company had positive working capital of $24.1 million as of June 30, 2026, and it is the Company’s opinion that the current working capital is sufficient for the Company’s present requirements. Working capital requirements will vary from time-to-time and will depend on numerous factors, including but not limited to, the operating results, scope of sales, supplier and customer credit terms, and acquisition activities.

 

We have on-balance-sheet financial instruments and off-balance-sheet contingent commitments. Our on-balance-sheet financial instruments consist of our assets and liabilities. As of June 30, 2026, the average collection period for trade receivables and the average payment period for trade payables were 123 days and 88 days, respectively. The fair value of our financial instruments approximates their carrying value. Our off-balance-sheet contingent commitments consist of: (a) royalty commitments that are directly related to our future revenues, and (b) directors’ and officers’ indemnities in excess of the proceeds received from liability insurance that we obtain.

 

Cash Flows

 

Net cash provided by operating activities for the six months ended June 30, 2026 was $228,000, compared to $1.45 million in the same period of 2025. The decrease was primarily attributable to (i) higher customer advance payments received on account of revenue during the six months ended June 30, 2025, as compared to the six months ended June 30, 2026, and (ii) profit, excluding the effect of impairment charges, being $700,000 higher during the six months ended June 30, 2025 as compared to the six months ended June 30, 2026.

 

Net cash used in investing activities in the six months ended June 30, 2026 amounted to $931,000, compared to $269,000 in the six months ended June 30, 2025. The increase was primarily attributable to the $639,000 acquisition of intangible assets in connection with the acquisition of the Counterparties’ rights and obligations under the joint venture agreement.

 

Net cash used in financing activities in the six months ended June 30, 2026 was $712,000, mainly due to loan repayments, compared to $497,000 used in the six months ended June 30, 2025. 

 

 

 

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