6-K

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 August, 2019

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.

This Form 6-K, including the exhibit, 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into all effective registration statements, filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 B.O.S. Better Online Solutions Unaudited Pro forma Condensed Combined Consolidated Financial Statements for the year ended December 31, 2018.

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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/ Eyal Cohen
	Eyal Cohen
	Co-Chief Executive Officer and Chief Financial Officer

Dated: August 7, 2019

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	B.O.S. Better Online Solutions Unaudited Pro forma Condensed Combined Consolidated Financial Statements for the year ended December 31, 2018.

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EX-99.1

Exhibit 99.1

B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined consolidated financial statements have been prepared to give effect to the acquisition by BOS Better Online Solutions Ltd. (“BOS”) of the assets and operations of Imdecol Ltd. (“Imdecol”), under the purchase method of accounting, reflecting pro forma adjustments described in the accompanying notes.

The following unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2018 gives effect to the acquisition of all the assets and operations of Imdecol, as if it had occurred on such date, and reflects the allocation of the purchase price to the Imdecol assets acquired based on their estimated fair values at the date of acquisition. The acquisition is expected to be accounted for as a business combination under ASC-805. The portion of the consideration paid by BOS in the acquisition in excess of the fair value of Imdecol identifiable assets and liabilities has been recorded as goodwill.

The following unaudited pro forma condensed combined consolidated statements of operations combine the historical statements of operations of BOS and Imdecol, as if the Imdecol acquisition had occurred on January 1, 2018. This pro forma information should be read in conjunction with the respective consolidated historical audited financial statements (including notes thereto) of BOS for the year ended December 31, 2018, filed with the Securities and Exchange Commission under Form 20-F on April 1, 2019 and the consolidated historical audited financial statements (including notes thereto) of Imdecol for the year ended December 31, 2018, , filed with the Securities and Exchange Commission under Form 6-K on July 29, 2019.

Unaudited pro forma condensed combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually been reported had the assets acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of future financial position or results of operations. These unaudited pro forma condensed combined consolidated financial statements are based upon the respective historical financial statements of BOS and Imdecol, and do not incorporate, nor do they assume, any benefits from cost savings or synergies of the combined company. The pro forma adjustments are based on available financial information and certain estimates and assumptions that BOS believes are reasonable and that are set forth in the notes to the unaudited pro forma condensed combined consolidated financial statements. In addition, the pro forma balance sheet includes allocations of the purchase price based upon preliminary estimates of the fair value of the assets acquired. These allocations may be adjusted in the future upon finalization of these preliminary estimates.

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2018

U.S. dollars in thousands

	BOS Historical		Imdecol Historical		Pro Forma Adjustments				Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,410	$	77		(201 (77	) )	2B 2A	$	1,209
Restricted bank deposits		332		-		-				332
Trade receivables (net of allowance for doubtful accounts of $31 and $75 at December 31, 2018 and 2017, respectively)		8,624		359		(359	)	2A		8,624
Other accounts receivable and prepaid expenses		829		174		(174	)	2A		829
Inventories		2,874		551		-		2C		3,425
Total current assets		14,069		1,161		(811	)			14,419
LONG-TERM ASSETS		177		130		(130	)	2A		177
PROPERTY AND EQUIPMENT, NET		1,108		100		-		2C		1,208
OTHER INTANGIBLE ASSETS, NET		81		-		953		2C		1,034
GOODWILL		4,676		-		471		2C		5,147
Total assets	$	20,111	$	1,391	$	483			$	21,985

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2018

U.S. dollars in thousands

	BOS Historical		Imdecol Historical			Pro Forma Adjustments				Pro Forma
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short term bank loans	$	-	$	54		$	(54) 350		2A 2B3b	$	350
Current maturities of long-term loans		467		279			(279) 142		2A 2B3a	$	609
Trade payables		4,106		941			(941	)	2A		4,106
Employees and payroll accruals		778		151			(151	)	2A		778
Deferred revenues		768		-			-				768
Accrued expenses and other liabilities		313		289			(289	)	2A		313
Total current liabilities		6,432		1,714			(1,222	)			6,924
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities		1,867		170			(170)  566		2A 2B3a		2,433
Long term related party		-		33			(33	)	2A		-
Accrued severance pay		301		151			(151	)	2A		301
Total long-term liabilities		2,168		354			212				2,734
SHAREHOLDERS’ EQUITY		11,511		(677	)		677 816		2A 2B4		12,327
Total liabilities and shareholders’ equity	$	20,111	$	1,391		$	483			$	21,985

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2018

U.S. dollars in thousands

	December 31, 2018
	BOS Historical			Imdecol Historical			Pro Forma Adjustments				Pro Forma
Revenues	$	32,650		$	5,379			-			$	38,029
Amortization of intangible assets		-			-			90		2C		90
Cost of revenues		25,907			3,724			-				29,631
Gross profit		6,743			1,655			(90	)			8,308
Sales and marketing		3,705			-			-				3,705
General and Administrative		1,834			1,297			123		2D		3,254
Amortization of intangible assets		-			-			112		2C		112
Total operating costs and expenses		5,539			1,297			235				7,071
Operating income		1,204			358			(325	)			1,237
Financial expenses, net		(255	)		(95	)		95 (36)		2A 2B3c		(291	)
Income before taxes on income		949			263			(266	)			946
Taxes on income (tax benefit)		(41	)		74			(74	)	2E		(41	)
Net Income	$	990		$	189		$	(192	)		$	987
Basic and diluted net Income per share	$	0.28		$	-		$	-			$	0.26
Shares (in thousands) used in calculation of earnings per share:
Basic and diluted		3,500			-			283		2B4		3,783

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

Note 1 - General

The unaudited pro forma condensed combined consolidated financial statements reflect the following:

A. On June 1, 2019, BOS completed its acquisition of the assets of Imdecol Ltd.

The purchase price of Imdecol’s business is based on a multiple of four times the average annual operating profit of Imdecol’s business for the years 2017, 2018, 2019 and for the 12 months ended June 30, 2020 (the “Formula of Consideration”).

The purchase price is for Imdecol’s Intangible assets and fixed assets and consists of a combination of cash and ordinary shares of BOS, payable as follows:

1. An advance of $276 was paid to Imdecol upon signing the definitive agreement in March 2019;

2. An additional approximately $1,239 was paid to Imdecol at closing, on June 1, 2019.

3. The final consideration will be paid by August 2020, according to the Formula of Consideration. Additional payment, if required, will be done in the following manner:

● Up to $417 shall be paid to Imdecol, by way of issuance of BOS’s ordinary shares. The value of the ordinary shares will be determined according to their market price prior to issuance and the shares will be subject to a lock-up period until June 2022.

● The residual amount, if any, will be paid in cash.

In addition, BOS acquired Imdecol’s inventory at its book value on the closing date.

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands

Note 2 - Pro Forma:

The pro forma condensed combined consolidated balance sheet includes adjustments necessary to give effect to the acquisition as if it had occurred on December 31, 2018 and to reflect the allocation of the acquisition cost to the fair value of tangible and intangible assets acquired as noted above.

The pro forma condensed combined consolidated statement of operations includes adjustments necessary to give effect to the acquisition as if it had occurred on January 1, 2018.

Adjustments included in the pro forma condensed combined consolidated balance sheet and statement of operations are summarized as follows:

A.	BOS bought Imdecol’s intangible assets, fixed assets and inventory. BOS didn’t assume any of Imdecol’s liabilities or acquire any other tangible assets of Imdecol.
B.	Cash and cash equivalents:

Cash used for Imdecol’s acquisition:
1.	Payment for Imdecol’s intangible assets and the carrying amount of fixed assets as of December 31, 2018			$	(1,524	)
2.	Payment for Imdecol’s carrying amount of inventory as of December 31, 2018				(551	)
Cash Provided for Imdecol’s acquisition:
3.	Commercial bank loans that were received from the First International Bank of Israel:
		a.	A long term bank loan that was received in May 2019 in the amount of $708, for a five year period and bearing annual interest at 3.5%. Principal and interest repayable monthly.
			Long term loan, net of current maturities.		566
			Current maturities of long term loans.		142
		b.	A revolving credit line that was received in July 2019 in the amount of $350. The revolving credit line bears annual interest at 3.3%
		c.	Annual interest expenses attributed to the long term loan and revolving credit line estimated at $36		350
4.	Consideration from the issuance of 283,218 ordinary shares during February and March 2019 (see note 19 to BOS’ Consolidated Financial Statements for the year ended December 31, 2018).				816
Change in cash and cash equivalents				$	(201	)

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands

C. Purchase Price allocation:

This allocation is for pro forma purposes only. The final fair values will be included in BOS’ audited financial reports for year ended December 31, 2019. Based upon a preliminary valuation of tangible and intangible assets acquired, BOS has allocated the total cost of the acquisition of Imdecol’s assets as follows:

	December 31, 2018		Average amortization period (years)		Amortization expenses in year 2018		Section in the statement of operation
Tangible assets:
Fixed assets (*)		100		3-10		*	*
Inventory		551		-		-	-
Intangible assets:
Customer relationships		587		7		84	Sales and Marketing
Brand name		276		10		28	Sales and Marketing
Sales order Backlog		90		1		90	Cost of Goods
Goodwill		471		-		-	-
Total consideration	$	2,075			$	202

(*) Depreciation expenses are already included in Imdecol’s financial statements for the year ended December 31, 2018. The carrying amount of the fixed assets is equal to their fair value

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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

U.S. dollars in thousands

D. Acquisition expenses:

Legal	$	50
Agent Commission fee		45
Consulting		26
Others		2
Total	$	123

E. BOS has accumulated losses for Israeli income tax purposes as of December 31, 2018, in the amount of approximately $15,620. These losses may be carried forward and offset against taxable income in the future for an indefinite period. Hence, if the acquisition had occurred in January 1, 2018, no tax expenses would have recorded.

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