Report of Foreign Issuer (6-k)
March 20 2019 - 1:15PM
Edgar (US Regulatory)
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 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, excluding 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to the extent not superseded by documents or reports subsequently filed or furnished.
BOS Announces Definitive Agreement to Purchase the Assets of Imdecol Ltd.
On March 19, 2019 the
Company signed a definitive agreement to purchase the assets of Imdecol Ltd., a global integrator and manufacturer of automatic
and robotic systems that enhance the productivity of production lines. The transaction is expected to close by June 1, 2019.
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 purchase price consists of a combination of cash and ordinary
shares of BOS, payable as follows:
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NIS 1 million (approximately $280,000) was paid to Imdecol upon signing
the definitive agreement. This amount was extended initially as a bridge loan, which bears interest at 10% per annum and is secured
by a first degree fixed pledge and charge on the shares of the shareholders of Imdecol. At closing, the loan shall be applied towards
the purchase price. The loan shall become due and payable if closing is not effected by August 31, 2019.
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An additional NIS 4.5 million (approximately $1.25 million) shall
be paid to Imdecol at closing.
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NIS 1.5 million (approximately $417,000) shall be paid to Imdecol
no later than August 2020, 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.
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An additional amount in cash may be paid by August 2020, based on
the performance of the Imdecol business through June 2020.
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In addition, BOS will acquire Imdecol’s
inventory at its book value on the closing date, which is estimated at NIS 2.6 million (approximately $720,000). BOS will pay
an advance of NIS 1.5 million (approximately $417,000) upon closing and the balance will be paid on an ongoing basis as the inventory
is consumed. The cash portion of the acquisition price will be financed mainly through a combination of commercial bank loans
and internal cash resources.
Attached
hereto is the following exhibit:
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.
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B.O.S.
Better Online Solutions Ltd.
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(Registrant)
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Dated:
March 20, 2019
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By:
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/s/
Eyal Cohen
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Eyal
Cohen
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Co-Chief
Executive Officer and
Chief Financial Officer
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2
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