What changed in BOS BETTER ONLINE SOLUTIONS LTD's 20-F — 2024 vs 2025
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Paragraph-level year-over-year comparison of BOS BETTER ONLINE SOLUTIONS LTD's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+185 added−187 removedSource: 20-F (2026-03-31) vs 20-F (2025-03-31)
Top changes in BOS BETTER ONLINE SOLUTIONS LTD's 2025 20-F
185 paragraphs added · 187 removed · 151 edited across 5 sections
- Item 5. Market for Registrant's Common Equity+62 / −57 · 45 edited
- Item 6. [Reserved]+49 / −51 · 43 edited
- Item 3. Legal Proceedings+40 / −40 · 32 edited
- Item 4. Mine Safety Disclosures+26 / −30 · 23 edited
- Item 7. Management's Discussion & Analysis+8 / −9 · 8 edited
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
32 edited+8 added−8 removed140 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
32 edited+8 added−8 removed140 unchanged
2024 filing
2025 filing
Biggest changeMost of our sales rely on products of certain key suppliers, which we represent on a non-exclusive basis. 45% of our Supply Chain Solutions division purchases in the year 2024 were sourced from five key suppliers, 36% of our Intelligent Robotics division purchases in the year 2024 were sourced from five other key suppliers and 54% of our RFID division purchases in the year 2024 were sourced from five other key suppliers (including a software supplier). 2 In particular, 25% of our Supply Chain Solutions division purchases in the year 2024 were sourced from Positronics Manufacturing Company, which we represent in Israel.
Biggest changeIn 2025, 52% of our Supply Chain Solutions division’s purchases were sourced from five key suppliers, 56% of our RFID division purchases were sourced from five other key suppliers (including a software supplier) and 38% of our Intelligent Robotics division’s purchases were sourced from five other key suppliers. 2 In particular, 22% of our Supply Chain Solutions division purchases in the year 2025 were sourced from Positronics Manufacturing Company, which we represent in Israel.
We may not always be protected in cases of the violation of the FCPA or other anti-corruption laws by our employees or third-parties acting on our behalf and such violations may have a material adverse effect on our reputation, operating results and financial condition. Future changes in industry standards may have an adverse effect on our business.
We may not always be protected in cases of violation of the FCPA or other anti-corruption laws by our employees or third-parties acting on our behalf and such violations may have a material adverse effect on our reputation, operating results and financial condition. Future changes in industry standards may have an adverse effect on our business.
These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations. We rely on the foreign private issuer exemption for certain corporate governance requirements under the Nasdaq Stock Market Rules. This may afford less protection to holders of our Ordinary Shares.
These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations. 13 We rely on the foreign private issuer exemption for certain corporate governance requirements under the Nasdaq Stock Market Rules. This may afford less protection to holders of our Ordinary Shares.
We may not be able to maintain current gross profit margins in the future, which would have a material adverse effect on our business. We depend on two bank for our credit facilities. We rely on the First International Bank of Israel (“Bank Beinleumi”) and Bank Leumi to provide all of the bank credit facilities to our subsidiaries.
We may not be able to maintain current gross profit margins in the future, which would have a material adverse effect on our business. We depend on two banks for our credit facilities. We rely on the First International Bank of Israel (“Bank Beinleumi”) and Bank Leumi to provide all of the bank credit facilities to our subsidiaries.
These purchases amounted to $5.6 million. A disruption in our business relationship with Positronic could have a material adverse effect on the business, financial condition and results of operations of our Supply Chain Solutions division.
These purchases amounted to $6 million. A disruption in our business relationship with Positronic could have a material adverse effect on the business, financial condition and results of operations of our Supply Chain Solutions division.
As a foreign private issuer, we are exempt from the rules and regulations under the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
As a foreign private issuer, we are exempt from the rules and regulations under the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act and our principal shareholders are also exempt from the reporting provisions of this Act.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive officers. 13
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive officers. 14
This, and any further negative developments should they occur may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors. The anti-takeover effects of Israeli laws may delay or deter a change of control of the Company.
Any negative developments should they occur may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors. 12 The anti-takeover effects of Israeli laws may delay or deter a change of control of the Company.
Although we have reported net income for our most recent three fiscal years (net income of $2.3 million in 2024, $2.06 million in 2023 and $1.28 million in 2022), our ability to maintain and improve future levels of sales and profitability depends on many factors, which include ● delivering products in a timely manner; ● successfully implementing our business strategy; ● Our ability to access additional debt or equity financing to finance our growth, which may be difficult , depending on the conditions in the capital markets; ● increased demand for existing products and demand for new products; and ● controlling costs.
Although we have reported net income for our most recent three fiscal years (net income of $3.6 million in 2025, $2.3 million in 2024 and $2.06 million in 2023), our ability to maintain and improve future levels of sales and profitability depends on many factors, which include ● delivering products in a timely manner; ● successfully implementing our business strategy; ● our ability to access additional debt or equity financing to finance our growth, which may be difficult, depending on the conditions in the capital markets; ● increased demand for existing products and demand for new products; and ● controlling costs.
The balance of allowance for credit losses recorded on our financial statements as of December 31, 2024, amounted to $79,000, which was determined by our management to be sufficient. However, in the event of a global economic slowdown or if a local or global recession reoccurs, we may be required to record additional and significant allowances for credit losses.
The balance of allowance for credit losses recorded on our financial statements as of December 31, 2025, amounted to $139,000, which was determined by our management to be sufficient. However, in the event of a global economic slowdown or if a local or global recession reoccurs, we may be required to record additional and significant allowances for credit losses.
In that event, the dollar-measured costs of our operations in Israel will increase and our dollar-measured results of operations will be adversely affected. 5 In 2024, the NIS appreciated against the dollar by approximately 0.027%. In 2023 and 2022, the NIS depreciated against the dollar by approximately 3%, and 13%, respectively.
In that event, the dollar-measured costs of our operations in Israel will increase and our dollar-measured results of operations will be adversely affected. In 2025 and 2024, the NIS appreciated against the dollar by approximately 14% and 0.027%, respectively. In 2023 and 2022, the NIS depreciated against the dollar by approximately 3%, and 13%, respectively.
Recent political uprisings and conflicts in various countries in the Middle East, including Egypt and Syria, are affecting the political stability of those countries. On October 7, 2023, Hamas launched a series of coordinated attacks from the Gaza Strip onto Israel.
Recent political uprisings and conflicts in various countries in the Middle East, including Egypt and Syria, are affecting the political stability of those countries. On October 7, 2023, Hamas launched a series of coordinated attacks from the Gaza Strip onto Israel. In response on October 8, 2023, Israel declared war on Hamas.
Risks relating to our financial results and capital structure: We have had a history of losses and our future levels of sales and ability to achieve profitability are unpredictable. As of December 31, 2024, we had an accumulated deficit of $ 64.8 million as a result of losses generated in certain fiscal years prior to fiscal 2022.
Risks relating to our financial results and capital structure: We have had a history of losses and our future levels of sales and ability to achieve profitability are unpredictable. As of December 31, 2025, we had an accumulated deficit of $61 million as a result of losses generated in certain fiscal years prior to fiscal 2022.
These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing that may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its credit rating of Israel from A1 to A2, as well as the downgrade of its outlook rating from “stable” to “negative”), which may have a material adverse effect on the Company and its ability to effectively conduct its operations.
These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing that may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its credit rating of Israel from A2 to Baa1), which may have a material adverse effect on the Company and its ability to effectively conduct its operations.
In 2021, 2020 and 2019 the NIS appreciated against the dollar by approximately 3.3%, 6.9% and 7.8%, respectively. In 2024 the inflation rate in Israel was 3.4%, in 2023 the inflation rate in Israel was 3% and in 2022 the inflation rate in Israel was 5.3%. In 2021 there was annual inflation in Israel of 2.4%.
In 2021 and 2020 the NIS appreciated against the dollar by approximately 3.3% and 6.9%, respectively. In 2025 and 2024 the inflation rate in Israel was 2.6% and 3.4%, respectively; in 2023 the inflation rate in Israel was 3% and in 2022 the inflation rate in Israel was 5.3%. In 2021 there was annual inflation in Israel of 2.4%.
In 2020, the deflation rate in Israel was 0.7% and in 2019 the inflation rate was 0.6%. Therefore, the U.S. dollar cost of our Israeli operations decreased in 2024, 2021, 2020 and 2019, and increased in 2023 and 2022.
In 2020, the deflation rate in Israel was 0.7%. Therefore, the U.S. dollar cost of our Israeli operations decreased in 2025, 2024, 2021 and 2020, and increased in 2023 and 2022.
We believe that these fluctuations have been in response to a number of factors including the following, some of which are beyond our control: ● variations between actual results and projections; ● the limited trading volume in our stock; ● changes in our bank debts; and ● Nasdaq Capital Market Listing Standards non-compliance notices; In addition, stock markets in general have, from time to time, experienced extreme price and volume fluctuations.
We believe that these fluctuations have been in response to a number of factors including the following, some of which are beyond our control: ● variations between actual results and projections; ● the limited trading volume in our stock; ● changes in our bank debts; and ● Nasdaq Capital Market Listing Standards non-compliance notices.
Our balance sheet contains a significant amount of goodwill and other amortizable intangible assets in long-term assets, totaling about $4.6 million at December 31, 2024. We review goodwill annually for impairment, or more frequently when indications for potential impairment exist. We review other amortizable intangible assets for impairment when indicators for impairment exist.
Our balance sheet contains a significant amount of goodwill and other amortizable intangible assets in long-term assets, totaling about $3.3 million on December 31, 2025. We review goodwill annually for impairment, or more frequently when indications for potential impairment exist. We review other amortizable intangible assets for impairment when indicators for impairment exist.
Disruptions to our IT systems due to system failures or cyber security attacks may impact our operations, result in sensitive customer information being compromised, and expose us to liability which would negatively materially affect our reputation and materially harm our business.
Disruptions to our IT systems due to system failures or cyber security attacks may impact our operations, result in sensitive customer information being compromised, and expose us to liability which would have a material adverse effect on our reputation and materially harm our business.
As of December 31, 2024, we had $980,000 in long term debt to Bank Leumi and Bank Beinleumi, net of current maturities of $440,000. Our assets are subject to a security interest in favor of Bank Beinleumi.
As of December 31, 2025, we had $972,000 in long term debt and $627,000 in short term debt to Bank Leumi and Bank Beinleumi, net of current maturities of $148,000. Our assets are subject to a security interest in favor of Bank Beinleumi.
The market price of our Ordinary Shares has been and may continue to be highly volatile and subject to wide fluctuations. From January 1, 2024, through March 19, 2025, the daily closing price of our Ordinary Shares in Nasdaq has ranged from $2.59 to $4.28 per share.
The market price of our Ordinary Shares has been and may continue to be highly volatile and subject to wide fluctuations. From January 1, 2025, through March 19, 2026, the daily closing price of our Ordinary Shares in Nasdaq has ranged from $3.31 to $5.06 per share.
Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in United States-based corporations.
Your rights and responsibilities as our shareholder will be governed by Israeli law, which differ in some respects from the rights and responsibilities of shareholders of United States corporations. Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law.
A decline in the price of our Ordinary Shares might impede our ability to raise capital through the issuance of additional Ordinary Shares or other equity securities.
Similarly, the perception in the public market that our shareholders might sell Ordinary Shares could also depress the market price of our Ordinary Shares. A decline in the price of our Ordinary Shares might impede our ability to raise capital through the issuance of additional Ordinary Shares or other equity securities.
Any armed conflicts, terrorist activities, political instability or hostilities in the region or that involve Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital.
Any armed conflicts, terrorist activities, political instability or hostilities in the region or that involve Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital. 11 A number of our key personnel in Israel have standing obligations to perform periodic reserve duty in the Israel Defense Forces and are subject to be called up for active military duty at any time.
If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our Ordinary Shares in the public market, the trading price of our Ordinary Shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell Ordinary Shares could also depress the market price of our Ordinary Shares.
Future sales of our Ordinary Shares, whether by us or our shareholders, could cause our stock price to decline . If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our Ordinary Shares in the public market, the trading price of our Ordinary Shares could decline significantly.
In September 2024, Moody’s rating agency has lowered Israel’s credit rating from A2 to Baa1, In October 2024, S&P Global and Fitch downgraded Israel credit rating from “A+” to “A.
In September 2024, Moody’s rating agency has lowered Israel’s credit rating from A2 to Baa1. Such rating continued for 2025. In October 2024, S&P Global and Fitch downgraded Israel credit rating from “A+” to “A. On November 7, 2025, S&P Global Ratings revised its outlook on Israel to stable from negative.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. 12 Your rights and responsibilities as our shareholder will be governed by Israeli law, which differ in some respects from the rights and responsibilities of shareholders of United States corporations.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.
This volatility is often unrelated or disproportionate to the operating performance of the affected companies. These broad market fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating performance. Future sales of our Ordinary Shares, whether by us or our shareholders, could cause our stock price to decline .
In addition, stock markets in general have, from time to time, experienced extreme price and volume fluctuations. This volatility is often unrelated or disproportionate to the operating performance of the affected companies. These broad market fluctuations may adversely affect the market price of our Ordinary Shares, regardless of our actual operating performance.
Restrictive laws or policies directed towards Israel or Israeli businesses may have an adverse impact on our operations, our financial results or the expansion of our business.
Any losses or damages incurred by us could have a material adverse effect on our operations. Furthermore, several countries and companies restrict business with Israel and Israeli companies. Restrictive laws or policies directed towards Israel or Israeli businesses may have an adverse impact on our operations, our financial results or the expansion of our business.
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, fluctuations in foreign currency exchange rates, and other similar effects.
We cannot predict any future trends in the rate of inflation in Israel and whether the NIS will appreciate against the U.S. dollar or vice versa. 5 The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, fluctuations in foreign currency exchange rates, and other similar effects.
In April 2024, the mandatory minimum wage in Israel was raised by approximately 5%, to NIS 5,880.02 per month for 182 monthly hours (NIS 32.30 per hour). In addition, the minimum wage in Israel is supposed to be raise again on April 2025.
In April 2025, the mandatory minimum wage in Israel was increased by approximately 6%, to NIS 6,247.67 per month for 182 monthly hours (NIS 34.32 per hour). The minimum wage is due to increase again on April 2026 to NIS 6,443.85 per month or NIS 35.4 per hour.
On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this filing. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel.
Although on October 13, 2025, Israel reached a ceasefire agreement with Hamas, the situation in Gaza remains highly unstable and hostilities may resume at any time. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel.
Removed
We cannot predict any future trends in the rate of inflation in Israel and whether the NIS will appreciate against the U.S. dollar or vice versa.
Added
Most of our sales rely on products of certain key suppliers, which we represent on a non-exclusive basis.
Removed
The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general.
Added
In November 2024, Israel entered into a ceasefire arrangement with Hezbollah, which reduced hostilities along the northern border until early March 2026 when hostilities resumed. In response, Israel has conducted a number of targeted strikes against sites in Lebanon associated with Hezbollah.
Removed
In addition, Iran has launched direct attacks on Israel involving missiles and drones. Iran is also believed to have a strong influence on the Houthi movement in Yemen, which has launched missile attacks against the Israeli population and attacked marine vessels traversing the Red Sea, either in route towards Israel or to thought to be owned by Israeli businessmen.
Added
Since October 2023, Israel has been subject to armed conflict with Iran, the outcome and implications of which remain uncertain. In late February 2026, the United States and Israel undertook significant military operations targeting Iran, and Iran has since carried out retaliatory actions in the region.
Removed
The Red Sea is a vital maritime route for international trade traveling to or from Israel. The duration of such attacks is difficult to predict, as are such attacks’ economic implications on the Company’s business and operations and on Israel’s economy in general.
Added
Any continued or expanded hostilities involving Iran - including a wider regional conflict, additional sanctions, disruption to energy markets or shipping routes, or increased volatility in global financial markets - could adversely affect global economic conditions and the markets in which we operate. To date, this situation has had no material impact on the Company’s activities in Israel.
Removed
As a result of such disruptions, we may experience in the future delays in supplier deliveries, extended lead times, and increased cost of freight, increased insurance costs, purchased materials and manufacturing labor costs. The risk of ongoing supply disruptions may result in delayed deliveries of our products and may also have adverse impact on economic conditions in Israel.
Added
However, those may be subject to temporary disruptions if this situation was to further escalate. The security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial conditions and Israel’s economy in general.
Removed
A number of our key personnel in Israel have standing obligations to perform periodic reserve duty in the Israel Defense Forces and are subject to be called up for active military duty at any time.
Added
Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza, Lebanon and along Israel’s other borders.
Removed
Any losses or damages incurred by us could have a material adverse effect on our operations. To date, these matters were one of the reasons for the reduction in the RFID division revenues for the year 2024 as compared to year 2023, but did not have a material effect on our business and results of operations as a whole.
Added
At the same time, they affirmed their 'A/A-1' long- and short-term foreign and local currency sovereign credit ratings.
Removed
However, the regional security situation and worldwide perceptions of it are outside our control and there can be no assurance that these matters will not negatively affect us in the future. 11 Furthermore, several countries and companies restrict business with Israel and Israeli companies.
Added
These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in United States-based corporations.
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
23 edited+3 added−7 removed8 unchanged
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
23 edited+3 added−7 removed8 unchanged
2024 filing
2025 filing
Biggest changeThe following tables set forth the Company’s revenues (in thousands of $), by major geographic areas and by divisions, for the periods indicated below: Sales by major geographic areas ($ in thousands) 2024 % 2023 % 2022 % Israel $ 36,156 91 38,125 86 $ 34,295 82 Far East 75 - 1,331 3 2,239 5 India 1,414 3 1,726 4 1,225 3 America 1,067 3 1,433 3 2,825 7 Europe 1,236 3 1,513 4 622 2 Rest of the world 1 - 51 - 305 1 Total Revenues $ 39,949 100 44,179 100 41,511 100 Sales by quarters 2024 % 2023 % 2022 % Q1 $ 11,287 28 $ 12,141 27 $ 10,789 26 Q2 8,447 21 11,337 26 10,350 25 Q3 9,827 25 9,814 22 9,045 22 Q4 10,388 26 10,941 25 11,327 27 Total Revenues $ 39,949 100 $ 44,233 100 $ 41,511 100 Sales by divisions 2024 % 2023 % 2022 % Intelligent Robotics Division $ 1,410 4 $ 1,742 4 $ 961 2 RFID Division $ 12,877 32 $ 13,713 31 $ 15,318 37 Supply Chain Solutions Division $ 25,829 64 $ 28,845 66 $ 25,232 61 Intercompany $ (167 ) - $ (121 ) 1 $ - - Total Revenues $ 39,949 100 $ 44,179 100 $ 41,511 100 Competition Intelligent Robotics Division Our Intelligent Robotics Division primary target market is the Israeli market.
Biggest changeThe seasonality is attributable mainly to inventory counting services which generate a majority of their revenues in the fourth and first quarter of the year. 17 The following tables set forth the Company’s revenues (in thousands of $), by major geographic areas and by divisions, for the periods indicated below: Sales by major geographic areas ($ in thousands) 2025 % 2024 % 2023 % Israel $ 46,195 91 $ 36,156 91 $ 38,125 86 Far East 5 - 75 - 1,331 3 India 1,630 3 1,414 3 1,726 4 America 1,348 3 1,067 3 1,433 3 Europe 1,391 3 1,236 3 1,513 4 Rest of the world - - 1 - 51 - Total Revenues $ 50,569 100 $ 39,949 100 $ 44,179 100 Sales by quarters 2025 % 2024 % 2023 % Q1 $ 15,027 30 $ 11,287 28 $ 12,141 27 Q2 11,527 23 8,447 21 11,337 26 Q3 11,392 22 9,827 25 9,815 22 Q4 12,623 25 10,388 26 10,886 25 Total Revenues $ 50,569 100 $ 39,949 100 $ 44,179 100 Sales by divisions 2025 % 2024 % 2023 % Supply Chain Solutions Division $ 35,545 70 $ 25,829 64 $ 28,845 66 RFID Division $ 13,587 27 $ 12,877 32 $ 13,713 31 Intelligent Robotics Division $ 1,847 4 $ 1,410 4 $ 1,742 4 Intercompany $ (410 ) (1 ) $ (167 ) - $ (121 ) (1 ) Total Revenues $ 50,569 100 $ 39,949 100 $ 44,179 100 Competition Supply Chain Solutions Division The Company maintains several representation agreements with major manufacturers.
Our commercial websites are: Supply Chain Solutions Division – www.bossupplychain.com ; Intelligent Robotics Division – www.bosrobotics.com and RFID Division – www.bosrfid.com . The information contained on, or linked from, our websites is not a part of this report.
Our commercial websites are: Supply Chain Solutions Division – www.bossupplychain.com ; RFID Division – www.bosrfid.com; and Intelligent Robotics Division – www.bosrobotics.com . The information contained on, or linked from, our websites is not a part of this report.
Through our proprietary interfaces, each inventory transaction on-site is reported instantly to the customers’ Enterprise Resource Planning (ERP) system, ensuring real-time data update. As a complementary service, twice a year (in general) we count our customers’ inventory in the warehouses and stores using our professional staff, equipment, and proprietary software.
Through our proprietary interfaces, each inventory transaction on-site is reported instantly to the customers’ Enterprise Resource Planning (ERP) system, ensuring real-time data update. 16 As a complementary service, twice a year (in general) we count our customers’ inventory in the warehouses and stores using our professional staff, equipment and proprietary software.
In the United States: Ruby-Tech Inc., a New York corporation, a wholly owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions division. 19 4D.
In the United States: Ruby-Tech Inc., a New York corporation, a wholly owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions division. 4D.
Property, Plants and Equipment Our offices are located in the following facility in Israel: Location Size (square meters) Lease period Rishon LeZion 1,695 Through September 2028 (excluding extension options) 1,029 Owned Our average monthly rental fees for the year 2024 and for the year 2023 amounted to $13,000 and $12,000, respectively. Item 4A: Unresolved Staff Comments Not Applicable.
Property, Plants and Equipment Our offices are located in the following facility in Israel: Location Size (square meters) Lease period Rishon LeZion 1,695 Through September 2028 (excluding extension options) Rishon LeZion 1,029 Owned Our average monthly rental fees for the year 2025 and for the year 2024 amounted to $17,000 and $13,000, respectively. 19 Item 4A: Unresolved Staff Comments Not Applicable.
In January 2016, the Company completed the acquisition of the assets of iDnext Ltd. and its subsidiary Next-Line Ltd., which offers on-site inventory count services in the fields of apparel, food, convenience and pharma, and asset tagging and counting services for corporate and governmental entities.
In January 2016, the Company completed the acquisition of the assets of iDnext Ltd. and its subsidiary Next-Line Ltd., which offers on-site inventory count services in the fields of apparel, food, convenience and pharma, and asset tagging and counting services for corporate and governmental entities. ● Our Intelligent Robotics Division automates the inventory process by replacing manual labor with robots.
The representation agreements are not entered into on an exclusive basis. The Company’s Israeli competitors for distribution to the electronic industry include the publicly traded Telsys Ltd. and STG International Electronics (1981) Ltd., as well as Nisco Projects Ltd., Eastronics Ltd., Elimec Engineering Ltd. and Teder Electro Mechanical Engineering Ltd.
The Company’s Israeli competitors for distribution to the electronic industry include the publicly traded Telsys Ltd. and STG International Electronics (1981) Ltd., as well as Nisco Projects Ltd., Eastronics Ltd., Elimec Engineering Ltd. and Teder Electro Mechanical Engineering Ltd.
The Company’s sales force is comprised of direct sales teams and sales agents. 17 Seasonality The Company’s sales are subject to seasonality. The revenues of the first and fourth quarter are usually relatively higher than the revenues for the second and third quarter.
Seasonality The Company’s sales are subject to seasonality. The revenues of the first and fourth quarter are usually relatively higher than the revenues for the second and third quarter.
In June 2019, the Company acquired the business operations of Imdecol Ltd (“ Imdecol ”), in order to expand the Company’s technological capabilities and take advantage of the increasing demand for improvements in the productivity of industrial and logistic processes. ● Our RFID Division optimizes inventory management by marking and tracking inventory through the supply chain.
In June 2019, the Company acquired the business operations of Imdecol Ltd (“ Imdecol ”), in order to expand the Company’s technological capabilities and take advantage of the increasing demand for improvements in the productivity of industrial and logistic processes. 15 4B.
A few of the competitors have greater financial, marketing and technological resources than BOS. In Israel, the Company’s main competitors in the RFID market are eWave mobile Ltd., Dangot, Dannet Advanced Technologies Ltd. and Globe Tag Ltd. Supply Chain Solutions Division The Company holds several representation agreements with major manufacturers.
As the market grows, so does the number of competitors. A few of the competitors have greater financial, marketing and technological resources than BOS. In Israel, the Company’s main competitors in the RFID market are eWave mobile Ltd., Dangot, Dannet Advanced Technologies Ltd. and Globe Tag Ltd.
Exchange Controls.” For other government regulations affecting the Company’s business, see “Item 5A. Results of Operations – Grants and Participation.” 4C. Organizational Structure The Company’s wholly owned subsidiaries include: In Israel: (1) BOS-Dimex, an Israeli corporation, part of the Intelligent Robotics division and RFID division; and (2) BOS-Odem, an Israeli corporation, part of the Supply Chain Solutions division.
Organizational Structure The Company’s wholly owned subsidiaries include: In Israel: (1) BOS-Dimex, an Israeli corporation, part of the Intelligent Robotics division and RFID division; and (2) BOS-Odem, an Israeli corporation, part of the Supply Chain Solutions division.
This increase was recorded as expenses in year 2022, under general and administrative. ● Our Supply Chain Solutions Division is a global distributor of electromechanical components, primarily serving the defense and Hi-Tech industries. Our sales engineers work closely with the R&D and development teams of our customers to incorporate our franchised components into their new product designs.
BOS implements cutting-edge technologies to optimize supply chain operations through its three business divisions: ● Our Supply Chain Solutions Division is a global distributor of electromechanical components, primarily serving the defense and Hi-Tech industries. Our sales engineers work closely with the R&D and development teams of our customers to incorporate our franchised components into their new product designs.
In 2024, 99% of the revenues of the Intelligent Robotics division were from the Israeli market. RFID Division RFID (Radio Frequency Identification) refers to the use of an automatic identification method to remotely retrieve data using devices called RFID tags.
In 2025, 70% of our revenues were attributed to sales of the Supply Chain Solutions division. RFID Division RFID (Radio Frequency Identification) refers to the use of an automatic identification method to remotely retrieve data using devices called RFID tags.
RFID Division The Company markets its solutions primarily to medium and large sized corporations through a combination of direct sales and sales agents. Supply Chain Solutions Division The Company markets its Supply Chain Solutions directly to customers or through distributors worldwide.
The Company’s sales force is comprised of direct sales teams and sales agents. RFID Division The Company markets its solutions primarily to medium and large sized corporations through a combination of direct sales and sales agents. Intelligent Robotics Division The Company markets its solutions primarily through a combination of direct sales and sales agents.
The Company’s Intelligent Robotics customers include, among others, Flextronics (Israel) Ltd., and IMI Systems Ltd. The Company’s RFID Division customers include Shufersal Ltd., Hamashbir Lazarchan Ltd., Fox Vizel Ltd., The Central Company for Sales and Distribution Ltd and Tnuva Ltd.
The Company’s Supply Chain Solutions customers include, among others, Vinyas and Sasmos Interconnection Systems Ltd. from the Indian market, and Refael and the Israel Aerospace Industries from the Israeli market. The Company’s RFID Division customers include Shufersal Ltd., Hamashbir Lazarchan Ltd., Fox Vizel Ltd., The Central Company for Sales and Distribution Ltd and Tnuva Ltd.
Once a product successfully transitions into production, BOS benefits from recurring orders, ensuring long-term revenue and strategic partnership with the customer. 4B. Business Overview BOS manages its business in three reportable segments: the Intelligent Robotics Division, the RFID Division and the Supply Chain Solutions Division.
Once a product successfully transitions into production, BOS benefits from recurring orders, ensuring long-term revenue and strategic partnership with the customer. ● Our RFID Division optimizes inventory management by marking and tracking inventory through the supply chain.
In the international market, the Company’s competitors consist of mainly Arrow Electronics International Inc., Avnet Electronics Marketing, TTI Inc., PEI-Genesis Inc., Weco Electrical Connectors Inc., Electro Enterprises Inc., Flame Enterprise Inc., Norstan Electronics Inc., Peerless Electronics Inc. and Future Electronics.
In the international market, the Company’s competitors consist of mainly Arrow Electronics International Inc., Avnet Electronics Marketing, TTI Inc., PEI-Genesis Inc., Weco Electrical Connectors Inc., Electro Enterprises Inc., Flame Enterprise Inc., Norstan Electronics Inc., Peerless Electronics Inc. and Future Electronics. 18 RFID Division The RFID market is subject to rapidly changing technology and evolving standards incorporated into robots, mobile equipment, Enterprise Resource Planning systems, computer networks and host computers.
Accordingly, our robotic cells are machine-tending for production lines, meaning robots serve another production machine as well as palletizing robots for logistic centers, instead of assisting human workers. 15 In 2024, 4% of our revenues were attributed to sales generated from the Company’s Intelligent Robotics Division.
The goal of our robotics cells is to reduce dependency on the workforce and increase capacities and accuracy in inventory production and logistic process. Accordingly, our robotic cells are machine-tending for production lines, meaning robots serve another production machine as well as palletizing robots for logistic centers, instead of assisting human workers.
BOS’ Product Offerings Intelligent Robotics Division The Intelligent Robotics Division develops custom-made robotics cells and integrates off-the-shelf robots into customers’ production lines, using its proprietary mechanical-electrical-software. The goal of our robotics cells is to reduce dependency on the workforce and increase capacities and accuracy in inventory production and logistic process.
In 2025, 27% of our revenues were attributed to sales generated from the Company’s RFID Division. Intelligent Robotics Division The Intelligent Robotics Division develops custom-made robotics cells and integrates off-the-shelf robots into customers’ production lines, using its proprietary mechanical-electrical-software.
Towards the end of 2021 the Company has begun to shift the focus of its Intelligent Robotics division from the US markets to the Israeli market. The division has since successfully transitioned to the Israeli defense sector, with more than 50% of its backlog attributed to this segment.
The division has since successfully transitioned to the Israeli defense sector, with more than 50% of its backlog attributed to this segment. In 2025, 94% of the revenues of the Intelligent Robotics division were from the Israeli market. Marketing, Distribution and Sales Supply Chain Solutions Division The Company markets its Supply Chain Solutions directly to customers or through distributors worldwide.
Strategy The Company’s vision is to become a leading provider of comprehensive solutions to enterprises that improve inventory control and increase productivity of production and logistics processes. The Company operates through three divisions that offer services (RFID division), equipment (Supply Chain Solutions division) and custom-made automatic machines (Intelligent Robotics division). Exchange Controls See “Item 10D.
The Company operates through three divisions that offer equipment (Supply Chain Solutions division), services (RFID division) and custom-made automatic machines (Intelligent Robotics division). Exchange Controls See “Item 10D. Exchange Controls.” For other government regulations affecting the Company’s business, see “Item 5A. Results of Operations – Grants and Participation.” 4C.
In 2024, 32% of our revenues were attributed to sales generated from the Company’s RFID Division. 16 Supply Chain Solutions Division The Company’s Supply Chain Solutions division represents global manufacturers and integrates theirs electro- mechanical components into the products of its customers from the Defense and Hi-Tech industries.
The Company’s Intelligent Robotics customers include, among others, Flextronics (Israel) Ltd., and IMI Systems Ltd. BOS’ Product Offerings Supply Chain Solutions Division The Company’s Supply Chain Solutions division represents global manufacturers and integrates their electro- mechanical components into the products of its customers from the Defense and Hi-Tech industries.
The Company’s customers represent a cross-section of industry leaders, from the avionics, defense, retail, manufacturers and government markets. The Company’s Supply Chain Solutions customers include, among others, Vinyas and Sasmos Interconnection Systems Ltd. from the Indian market, and Refael and the Israel Aerospace Industries from the Israeli market.
Business Overview BOS manages its business in three reportable segments: the Supply Chain Solutions Division, the RFID Division and the Intelligent Robotics Division. The Company’s customers represent a cross-section of industry leaders, from the avionics, defense, retail, manufacturers and government markets.
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BOS implements cutting-edge technologies to optimize supply chain operations through its three business divisions: ● Our Intelligent Robotics Division automates the inventory process by replacing manual labor with robots.
Added
In 2025, 4% of our revenues were attributed to sales generated from the Company’s Intelligent Robotics Division. Towards the end of 2021 the Company has begun to shift the focus of its Intelligent Robotics division from the US markets to the Israeli market.
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On March 10, 2022, the Company announced that its RFID division, BOS-Dimex, acquired the assets of Dagesh Inventory Counting and Maintenance Ltd, or Dagesh, which provides inventory-counting services in Israel, mainly for retail stores.
Added
In 2025, 52% of our Supply Chain Solutions Division’s purchases were sourced from five key suppliers. In particular, 22% of our Supply Chain Solutions division purchases in 2025 were sourced from Positronics Manufacturing Company. These representation agreements are not exclusive.
Removed
In consideration for the acquisition, BOS agreed to pay Dagesh a total amount of NIS 2.7 million (approximately $828,000) as follows: ● At closing, the Company paid NIS 2.15 million; 14 ● NIS 150,000 was paid in April 2023; ● NIS 300,000 was paid as an earn out payment, in April 2023; and ● NIS 100,000 was paid in March 2024.
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Intelligent Robotics Division Our Intelligent Robotics Division primary target market is the Israeli market. Main competitors in this territory include GBM Automation and Robotics Ltd and Automatica Ltd. Strategy The Company’s vision is to become a leading provider of comprehensive solutions to enterprises that improve inventory control and increase productivity of production and logistics processes.
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The consideration includes payment of earn-out through February 28, 2023, which eventually was higher by NIS 123,000 (approximately $35,000) than initially estimated. As a result, the total consideration increased from $793,000 to $828,000.
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In 2024, 64% of our revenues were attributed to sales of the Supply Chain Solutions division. Marketing, Distribution and Sales Intelligent Robotics Division The Company markets its solutions primarily through a combination of direct sales and sales agents.
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The seasonality is attributable mainly to inventory counting services which generate a majority of their revenues in the fourth and first quarter of the year.
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Main competitors in this territory include GBM Automation and Robotics Ltd and Automatica Ltd. 18 RFID Division The RFID market is subject to rapidly changing technology and evolving standards incorporated into robots, mobile equipment, Enterprise Resource Planning systems, computer networks and host computers. As the market grows, so does the number of competitors.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
45 edited+17 added−12 removed26 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
45 edited+17 added−12 removed26 unchanged
2024 filing
2025 filing
Biggest changeWorking 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 and supplier and customer credit terms. As of December 31, 2024, we had $1 million in long-term debt (net of current maturities of 439,000) and no short term bank loans.
Biggest changeWe finance our activities by different means, including short and long-term loans, cash flow from operating activities and issuance of Company shares. 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 and supplier and customer credit terms.
Overview BOS is a provider of comprehensive solutions to enterprises comprised of services, equipment and custom-made automatic machines that improve inventory control and increase productivity of production and logistic processes. BOS manages its business in three reportable divisions: the Intelligent Robotics Division, the RFID Division and the Supply Chain Solutions Division.
Overview BOS is a provider of comprehensive solutions to enterprises comprised of services, equipment and custom-made automatic machines that improve inventory control and increase productivity of production and logistic processes. BOS manages its business in three reportable divisions: the Supply Chain Solutions Division, the RFID Division and the Intelligent Robotics Division.
In most cases, the equipment is sold with a service contract for repairs; (ii) sale of software licenses and implementation of Warehouse Management Systems of Mantis Informatics Israel Ltd.; and (iii) provision of inventory counting services for retail stores and warehouses. The Intelligent Robotic division provides custom-made mechanical automation (“Robots”) for the industrial and logistic processes.
In most cases, the equipment is sold with a service contract for repairs; (ii) sale of software licenses and implementation of Warehouse Management Systems of Mantis Informatics Israel Ltd.; and (iii) provision of inventory counting services for retail stores and warehouses. 20 The Intelligent Robotic division provides custom-made mechanical automation (“Robots”) for the industrial and logistic processes.
While all the accounting policies impact the financial statements, certain policies may be viewed to be critical. Management believes that the following policies are those that are most important to the portrayal of our financial condition, results of operations and for fully understanding and evaluating our reported results: ● Inventories ● contingency ● Goodwill a.
While all the accounting policies impact the financial statements, certain policies may be viewed to be critical. Management believes that the following policies are those that are most important to the portrayal of our financial condition, results of operations and for fully understanding and evaluating our reported results: ● Inventories ● Goodwill a.
Key measures of our performance BOS integrates cutting-edge technologies to streamline and enhance supply chain operations across three specialized divisions: the Intelligent Robotics division, the Supply Chain division and the RFID division. 20 The Supply Chain Solutions division provides a kit of electro-mechanical components for its client.
Key measures of our performance BOS integrates cutting-edge technologies to streamline and enhance supply chain operations across three specialized divisions: the Supply Chain division, the RFID division and the Intelligent Robotics division. The Supply Chain Solutions division provides a kit of electro-mechanical components for its client.
Facilities costs that are included in our selling, general and administrative expenses include an allocated portion of the occupancy costs for our facilities where sales, marketing and administrative personnel are located. Professional service fees for accounting and legal services are also included in selling, general and administrative expenses. Legal Contingencies None 5A.
Facilities costs that are included in our selling, general and administrative expenses include an allocated portion of the occupancy costs for our facilities where sales, marketing and administrative personnel are located. Professional service fees for accounting and legal services are also included in selling, general and administrative expenses. 21 Legal Contingencies None 5A.
In October 2017, we replaced all our Bank Leumi credit facilities with credit facilities from Bank Beinleumi, so that currently all of our outstanding bank debt, except for the loan to purchase our warehouse and office space שnd another non-material loan, is owed to Bank Beinleumi On January 4, 2021, the Company entered into a definitive agreement with institutional investors for the purchase and sale of 800,000 Ordinary Shares and 720,000 warrants at a combined purchase price of $2.50 in a registered direct offering, which resulted in gross proceeds of $2 million.
In October 2017, we replaced all our Bank Leumi credit facilities with credit facilities from Bank Beinleumi, so that currently all of our outstanding bank debt, except for the loan to purchase our warehouse and office space and another non-material loan, is owed to Bank Beinleumi. 23 On January 4, 2021, the Company entered into a definitive agreement with institutional investors for the purchase and sale of 800,000 Ordinary Shares and 720,000 warrants at a combined purchase price of $2.50 in a registered direct offering, which resulted in gross proceeds of $2 million.
This category of expenses also covers commissions, advertising and promotions expenses, professional service fees, respective depreciation, amortization expenses related to certain intangible assets, as well as associated overhead. 21 Commissions consist of sales-based commissions to independent sales agents and internal sales personnel.
This category of expenses also covers commissions, advertising and promotions expenses, professional service fees, respective depreciation, amortization expenses related to certain intangible assets, as well as associated overhead. Commissions consist of sales-based commissions to independent sales agents and internal sales personnel.
Net cash used in investment activities in year 2024 amounted to $519,000, attributed to the purchase of property and equipment.
Net cash used in investment activities in 2024 amounted to $519,000, attributed to the purchase of property and equipment.
Operating expenses Our operating expenses for 2024 consisted mainly of selling, general and administrative expenses and impairment of goodwill and other intangible assets. Our selling, general and administrative expenses include employee compensation and employee-related expenses for marketing, sales and other sales-operation positions, and for managerial and administrative functions, including executive officers, accounting, legal, information technology and human resources.
Operating expenses Our operating expenses for 2025 consisted mainly of selling, general and administrative expenses and impairment of goodwill and other intangible assets. Our selling, general and administrative expenses include employee compensation and employee-related expenses for marketing, sales and other sales-operation positions, and for managerial and administrative functions, including executive officers, accounting, legal, information technology and human resources.
Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. As of December 31, 2024, the remaining intangible assets were comprised mainly of suppliers’ relationships. c.
Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. As of December 31, 2025, the remaining intangible assets were comprised of suppliers’ relationships. c.
Net cash used in investment activities in 2023 amounted to $772,000 used mainly for purchasing property and equipment in the amount of $341,000 (see note 7 to the financial statements) and to the acquisition of Proteus and Microwave assets in the amount of $431,000 (see note 3 to the financial statement).
Net cash used in investment activities in 2023 amounted to $772,000 used mainly for purchasing property and equipment in the amount of $341,000 (see Note 7 to the financial statements) and to the acquisition of Proteus and Microwave’s assets in the amount of $431,000 (see Note 3 to the financial statements).
As to wages and related benefits, a 10% increase in wages due to wage inflation would have caused an approximate $576,000 increase in costs of revenues in our Consolidated Statements of Operations. During 2024, we faced trends of inflation in commodities prices and wages costs and we are reflecting these costs in our price list.
As to wages and related benefits, a 10% increase in wages due to wage inflation would have caused an approximate $749,000 increase in costs of revenues in our Consolidated Statements of Operations. During 2025, we faced trends of inflation in commodities prices and wages costs and we are reflecting these costs in our price list.
For the year ended December 31, 2024, a hypothetical 1% rise in products prices that we buy would have caused an approximate $266,000 increase in costs of revenues in our Consolidated Statements of Operations.
For the year ended December 31, 2025, a hypothetical 1% rise in products prices that we buy would have caused an approximate $340,000 increase in costs of revenues in our Consolidated Statements of Operations.
If the Company determines otherwise, no further evaluation is necessary. 26 Commencing upon the adoption of ASU 2017-04 (which eliminated Step 2 from the goodwill impairment, for goodwill impairment tests performed in fiscal years beginning after December 15, 2019) when the Company decides or is required to perform the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any.
Commencing upon the adoption of ASU 2017-04 (which eliminated Step 2 from the goodwill impairment, for goodwill impairment tests performed in fiscal years beginning after December 15, 2019) when the Company decides or is required to perform the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any.
In the year ended December 31, 2024, the Company generated a positive cash flow from operating activities amounting to $1.3 million as compared to a positive cash flow from operating activities amounting to $1.83 million in 2023 and a positive cash flow from operating activities amounting to $1.28 million in 2022.
In the year ended December 31, 2025, the Company generated a positive cash flow from operating activities amounting to $5 million as compared to a positive cash flow from operating activities amounting to $1.3 million in 2024 and a positive cash flow from operating activities amounting to $1.83 million in 2023.
Gross profit The gross profit and gross margin for our products were influenced mostly by the mix of our products sold, and the improvement in the results of the Intelligent Robotics division, from a gross loss of $159,000 in year 2022 to a gross profit of $185,000 in year 2023 and of $331,000 in the year 2024.
Gross profit The gross profit and gross margin for our products were influenced mostly by the mix of our products sold, and the improvement in the results of the Intelligent Robotics division, from a gross profit of $185,000 in year 2023 to a gross profit of $331,000 in the year 2024 and $430,000 in the year 2025.
The warrants have an exercise price of $2.75 per Ordinary Share and an expiration date of January 5, 2026. In October 2022, the Company extended the expiration date to November 16, 2025, of 300,000 warrants with an exercise price of $3.30 per ordinary share, which were issued in 2019 in connection with an equity financing.
The warrants have an exercise price of $2.75 per Ordinary Share and in 2025 all have been exercised. In October 2022, the Company extended the expiration date to November 16, 2025, of 300,000 warrants with an exercise price of $3.30 per ordinary share, which were issued in 2019 in connection with an equity financing.
When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test.
When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary.
Securities and Exchange Commission on March 30, 2023. 22 Variability of Quarterly Operating Results Our revenues and profitability may vary in any given year, and from quarter to quarter, depending on the mix of products sold. In addition, due to potential competition and other factors, we may be required to reduce prices for our products and services in the future.
Variability of Quarterly Operating Results Our revenues and profitability may vary in any given year, and from quarter to quarter, depending on the mix of products sold. In addition, due to potential competition and other factors, we may be required to reduce prices for our products and services in the future.
Net cash used in investment activities in 2022 amounted to $3.1 million. Net cash provided by financing activities in 2024 amounted to $217,000, attributed mainly to proceeds from short and long term bank loans in the amount of $265,000 and to proceeds from issuance of shares and exercise of options in the amount of $119,000.
Net cash provided by financing activities in 2024 amounted to $217,000, attributed mainly to proceeds from short and long term bank loans in the amount of $265,000 and to proceeds from issuance of shares and exercise of options in the amount of $119,000.
Liquidity and Capital Resources In the year ended December 31, 2024, the Company had net profit of $2.3 million as compared to net profit of $2.06 million in the year 2023 and a net profit of $1.28 million in the year 2022.
Liquidity and Capital Resources In the year ended December 31, 2025, the Company had net profit of $3.63 million as compared to net profit of $2.3 million in the year 2024 and a net profit of $2.06 million in the year 2023.
Inventories: The inventory is valued at the lower of cost or net realizable value. Cost is determined using the moving average cost method. In 2024 and 2023, inventory write down amounted to $636,000 and $446,000, respectively. Inventory write-offs and write-downs are provided to cover risks arising from slow-moving items or technological obsolescence. b.
Inventories: The inventory is valued at the lower of cost or net realizable value. Cost is determined using the moving average cost method. In 2025 and 2024, inventory write-down amounted to $784 and $563, respectively. Inventory write-offs and write-downs are provided to cover risks arising from slow-moving items or technological obsolescence. 25 b.
For a discussion of our financial results for the year 2022 see item 5A included in our annual report on Form 20-F for the year ended December 31, 2022, which was filed with the U.S.
For a discussion of our financial results for the year 2024 see item 5A included in our annual report on Form 20-F for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on March 31, 2025.
Our future results will be affected by a number of factors including our ability to: ● establish effective sales channels and manage them; ● introduce and deliver new products on a timely basis; ● anticipate accurately customer demand patterns; ● manage future inventory levels in line with anticipated demand; and ● successfully meet bank financial covenants.
Our future results will be affected by a number of factors including our ability to: ● establish effective sales channels and manage them; ● introduce and deliver new products on a timely basis; ● anticipate accurately customer demand patterns; ● manage future inventory levels in line with anticipated demand; and ● successfully meet bank financial covenants. 22 These results may also be affected by currency exchange rate fluctuations and interest rate and economic conditions in the geographical areas in which we operate.
Effective Corporate Tax Rate Commencing January 1, 2018, the corporate tax rate is 23%. Conditions in Israel We are incorporated under the laws of the State of Israel, where we also maintain our headquarters and our research and development and manufacturing facilities. See Item 3D.
Conditions in Israel We are incorporated under the laws of the State of Israel, where we also maintain our headquarters and our research and development and manufacturing facilities. See Item 3D.
The fair value of our financial instruments is similar to their book value. Our off-balance sheet contingent commitments consist of: (a) royalty commitments that are directly related to our future revenues, (b) lease commitments of our premises and vehicles, and (c) directors’ and officers’ indemnities, in excess of the proceeds received from liability insurance, which we obtain.
Our off-balance sheet contingent commitments consist of: (a) royalty commitments that are directly related to our future revenues, (b) lease commitments of our premises and vehicles, and (c) directors’ and officers’ indemnities, in excess of the proceeds received from liability insurance, which we obtain. The Company had working capital of $22,360,000 as of December 31, 2025.
We have in-balance sheet financial instruments and off-balance sheet contingent commitments. Our on-balance sheet financial instruments consist of our assets and liabilities. Our cash is held in bank accounts in U.S. dollars and NIS bearing no interest. As of December 31, 2024, our trade receivables’ and trade payables’ aging days were 108 and 91 days, respectively.
Our on-balance sheet financial instruments consist of our assets and liabilities. Our cash is held in bank accounts in U.S. dollars and NIS bearing no interest. As of December 31, 2025, our trade receivables’ and trade payables’ aging days were 113 and 75 days, respectively. The fair value of our financial instruments is similar to their book value.
The basic and diluted net income per share in 2024 were $0.40 and $0.39, respectively, compared to a basic and diluted net income per share of $0.35 and $0.34 in 2023.
Basic and diluted net income per share for 2025 were $0.59 and $0.57, respectively, compared to basic and diluted net income per share of $0.40 and $0.39 for 2024.
In May 2022, the Company completed the sale of 450,000 Ordinary Shares and 225,000 warrants at a combined purchase price of $990,000 in a registered direct offering with several investors. The warrants have an exercise price of $2.20 per Ordinary Share, are immediately exercisable and will expire in five years.
All of these warrant have been exercised in 2025. In May 2022, the Company completed the sale of 450,000 Ordinary Shares and 225,000 warrants at a combined purchase price of $990,000 in a registered direct offering with several investors.
There can be no assurance that our historical trends will continue, or that revenues, gross profit and net income in any particular quarter will not be lower than those of the preceding quarters, including comparable quarters. Impact of Inflation and Currency Fluctuations In 2024, the NIS appreciated against the dollar by 0.027%.
There can be no assurance that our historical trends will continue, or that revenues, gross profit and net income in any particular quarter will not be lower than those of the preceding quarters, including comparable quarters. Effective Corporate Tax Rate Commencing January 1, 2018, the corporate tax rate is 23%.
The Company performed an impairment analysis as of December 31, 2023, using the income approach and concluded that the fair value of such reporting unit exceeds its carrying value and accordingly the analysis did not result in an impairment loss of goodwill with respect to such unit.
The Company performed an impairment analysis as of June 30, 2025, and as of December 31, 2025, using the income approach and concluded that the fair value of such reporting unit is below its carrying value.
Net cash used in financing activities in 2023 amounted to $389,000, attributed mainly to the repayment of short and long term bank loans in the amount of $584,000.
Net cash used in financing activities in 2023 amounted to $389,000, attributed mainly to the repayment of short and long term bank loans in the amount of $584,000. 24 5C. Research and Development Our research and development is attributed to the Intelligent Robotics division and consists of the engineering resources required to develop custom-made automation concepts for potential customers.
The Company had working capital of $13,695,000 as of December 31, 2024. It is the Company’s opinion that current working capital is sufficient for the Company’s ongoing operation. The Company may grow its business through acquisitions of complementary business for both divisions.
It is the Company’s opinion that current working capital is sufficient for the Company’s ongoing operation. The Company may grow its business through acquisitions of complementary business for both divisions. In order to finance such acquisitions, the Company might need to significantly increase its debt and raise additional equity financing.
The Intelligent Robotics division has successfully transitioned to the defense sector, with 90% of its backlog serving this rapidly growing market. The Intelligent Robotics division’s flagship customer is Elbit Systems, a global leader in the defense industry. During 2024, we significantly expanded our portfolio of RFID solutions, and we expect this will yield revenue growth in 2025. 25 5E.
We supply to them directly and also indirectly through sales to their subcontractors worldwide, spanning the USA, India, and numerous European countries. The Intelligent Robotics division has successfully transitioned to the defense sector, with 90% of its backlog serving this rapidly growing market. The Intelligent Robotics division’s flagship customer is Elbit Systems, a global leader in the defense industry.
Net cash provided by financing activities in 2022 amounted to $1.6 million, attributed mainly to proceeds from short and long term bank loans in the amount of $1.4 million and to proceeds from issuance of shares in the amount of $912,000. 5C.
Net cash provided by financing activities in 2025 amounted to $3.8 million, attributed mainly to proceeds from exercise of options and warrants in the amount of $3.6 million.
Gross profit for 2024 was $9.4 million (a gross margin of 23.5%) as compared to $9.2 million (a gross margin of 20.8%) for 2023.
Gross profit for 2025 in the Supply Chain division was $8.7 million (a gross profit margin of 24.6%) compared to $5.4 million (a gross profit margin of 21%) for 2024. Gross profit for 2025 in the RFID division was $2.9 million (a gross profit margin of 21.3%), compared to $3.5 million (a gross profit margin of 27.4%) for 2024.
The Company operates in three operating-based segments: the Intelligent Robotics division, the RFID division and the Supply Chain Solutions division. The Company’s goodwill was related to two different reporting units: the RFID division segment and the Intelligent Robotics, each of which represents a whole separate reporting unit.
The Company operates in three operating-based segments: the Supply Chain Solutions division, the RFID division and the Intelligent Robotics division. As of December 31, 2025, all of the Company’s goodwill related to the RFID Division. Under the RFID Division segment there is one reporting unit with an allocated goodwill amount of approximately $3 million.
The Company had a positive working capital of $13.7 million, $11.14 million and $9.4 million, as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively. 23 We finance our activities by different means, including short and long-term loans, cash flow from operating activities and issuance of Company shares.
The Company’s cash and cash equivalents amounted to $11.9 million as of December 31, 2025. The Company had a positive working capital of $22.4 million, $13.7 million and $11.14 million, as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
Accordingly in 2024 the Company recorded an impairment loss of goodwill with respect to such unit in a sum of $707,000 Intelligent Robotics Division: As of December 31, 2021, the goodwill under the Intelligent Robotics segment (which comprises of the Imdecol business acquired in 2019) was entirely written off.
Accordingly, on June 30, 2025, the Company recorded an impairment loss of goodwill with respect to such unit in a sum of $700,000 on December 31, 2025, the Company recorded an impairment loss of goodwill with respect to such unit in a sum of $500,000 26
Trend Information BOS’ vision is to become a leading integrator of comprehensive technological solutions that improve the control over and the productivity of inventory production and logistics processes. BOS’ solutions comprise of services, equipment, software and custom-made automatic machines. BOS operates through three divisions: RFID, Supply Chain and Intelligent Robotics.
Research and development expenses were $178,000 for the year ended December 31, 2025, compared to $175,000 for the year ended December 31, 2024. 5D. Trend Information BOS’ vision is to become a leading integrator of comprehensive technological solutions that improve the control over and the productivity of inventory production and logistics processes.
The Supply Chain’s flagship customers are the Israel Aerospace Industries, Elbit Systems, and Rafael that are global leaders in the defense segment. We supply to them directly and also indirectly through sales to their subcontractors worldwide, spanning the USA, India, and numerous European countries.
As defense spending continues to rise globally, we believe that we are well-positioned to capitalize on these opportunities and achieve future growth. The Supply Chain’s flagship customers are the Israel Aerospace Industries, Elbit Systems, and Rafael that are global leaders in the defense segment.
In order to finance such acquisitions, the Company might need to significantly increase its debt and raise additional equity financing. 24 Cash Flows Net cash provided by operating activities decreased to $1.3 million in 2024 from $1.83 million in year 2023, mainly due to a decrease in trade payables.
Cash Flows Net cash provided by operating activities increased to $5 million in 2025 from $1.3 million in 2024, mainly due to a decrease in trade payables. Net cash used in investment activities in 2025 amounted to $452,000, attributed to the purchase of property and equipment.
A significant factor driving our growth is the substantial portion of our revenues being derived from the defense sector—an industry experiencing strong and sustained expansion. As defense spending continues to rise globally, we believe that we are well-positioned to capitalize on these opportunities and achieve future growth.
BOS’ solutions comprise of services, equipment, software and custom-made automatic machines. BOS operates through three divisions: Supply Chain, RFID and Intelligent Robotics. A significant factor driving our growth is the substantial portion of our revenues being derived from the defense sector—an industry experiencing strong and sustained expansion.
The increase in expenses was primarily due to the increase in payroll expenses. Due to the decrease in revenues between the years 2024 and 2023 and the increase in interest rate in 2024, the Company recorded in 2024 an impairment of intangible assets and goodwill, in the amount of $1.2 million.
Following a cumulative revenue decline of 12% in the RFID division between 2022 and 2025, the Company recorded an impairment of intangible assets and goodwill of $1.2 million in 2025 and $0.7 million in 2024. Financial income increased to $590,000 in 2025 from financial expenses of $139,000 in 2024.
Removed
Results of Operation Comparison of 2024 to 2023 Following an exceptional year in 2023 with revenues of $44 million, our revenues for 2024 amounted to $40 million. The surge in demand seen in 2023 was driven by customers rapidly replenishing inventories after COVID-19. In 2024, purchasing patterns have normalized as businesses returned to typical consumption and inventory management practices.
Added
Results of Operation Comparison of 2025 to 2024 Revenues for 2025 increased by 26.5% to $50.5 million from $40 million in 2024. The primary driver of growth was heightened geopolitical tension in Israel and Europe, which increased demand for our Supply Chain division’s products.
Removed
The increase in the gross profit margin was in all three of our divisions and it is a result of a change in mix of our product offerings, with focus on those products in which we have a stronger competitive advantages such as products of which we are the sole distributor in Israel.
Added
Revenues of the Supply Chain division increased by 37.6% to $35.5 million in 2025 from $25.8 million in 2024. Revenues of the RFID division increased by 5.5% to $13.6 million in 2025 from $12.9 million in 2024. Revenues of the Robotics division increased by 3.1% to $1.85 million in 2025 from $1.4 million in 2024.
Removed
Sales and Marketing expenses of year 2024 decreased to $4.4 million from $4.89 million in year 2023, which reflects the corresponding decrease in the revenues of 2024 as compared to those of 2023. General and administrative expenses increased to $2.1 million in 2024 from $1.8 million in 2023.
Added
Gross profit for 2025 was $12.1 million (a gross profit margin of 23.9%) compared to $9.3 million (a gross profit margin of 23.5%) for 2024. The relatively high gross profit margin in 2025 reflected a favorable product mix compared to prior periods.
Removed
Financial expenses decreased to $139,000 in year 2024 from $441,000 in year 2023. The decrease was due mainly to currency differences income that amounted to $58,000, in year 2024 as compared to currency differences expenses of $39,000 in year 2023. Net profit for year 2024 was $2.3 million as compared to a net profit of $2.01 million in 2023.
Added
The decrease was primarily due to operational inefficiencies identified during 2025, which we are actively addressing through operational improvement measures implemented during the year. The relatively high gross profit margin in 2024 also reflected a favorable product mix compared to prior periods, which did not recur in 2025.
Removed
These results may also be affected by currency exchange rate fluctuations and interest rate and economic conditions in the geographical areas in which we operate.
Added
Gross profit for 2025 in the Robotics division was $0.4 million (a gross profit margin of 23.3%) compared to $0.3 million (a gross profit margin of 23.5%) for 2024. Sales and marketing expenses for 2025 increased to $5.2 million from $4.4 million in 2024, consistent with the increase in revenues during the period.
Removed
In 2023, the NIS depreciated against the dollar by approximately 3%. In 2022, the NIS depreciated against the dollar by approximately 13%. In 2021, 2020 and 2019, the NIS appreciated against the dollar by approximately 3.3%, 6.9% and 7.8%, respectively. In 2024 the inflation rate in Israel was 3.4%.
Added
The increase also includes approximately $250,000 attributable to the appreciation of the NIS against the U.S. dollar during the year 2025. General and administrative expenses increased to $2.5 million in 2025 from $2.1 million in 2024.
Removed
In 2023 the inflation rate in Israel was 3% and in 2022 the inflation rate in Israel was 5.3%. In 2021 there was annual inflation in Israel of 2.4%. In the years 2020 and 2019, the deflation and inflation rate in Israel was 0.7% and 0.6%, respectively.
Added
The increase includes $80,000 of costs related to the execution of a sales agreement with A.G.P./Alliance Global Partners for the sale of up to $4 million of the Company’s Ordinary Shares in an at-the-market offering.
Removed
Therefore, the U.S. dollar cost of our Israeli operations decreased in 2024 and increased in 2023, 2022, 2021 and 2020. We cannot predict any future trends in the rate of inflation in Israel and whether the NIS will appreciate against the U.S. dollar or vice versa.
Added
In addition, the appreciation of the NIS against the U.S. dollar during the year 2025 increased general and administrative expenses by approximately $120,000 in 2025 compared to 2024. The ongoing political tensions in Israel since 2023, and the continued conflict throughout 2024 and 2025, negatively impacted the Israeli commercial market, which constitutes the primary revenue base for the RFID division.
Removed
Any increase in the rate of inflation in Israel, unless the increase is offset on a timely basis by a devaluation of the NIS in relation to the U.S. dollar, will increase our labor and other costs, which will increase the U.S. dollar cost of our operations in Israel and harm our results of operations.
Added
The change was driven primarily by foreign exchange gains of $806,000 in 2025, compared to foreign exchange losses of $58,000 in 2024, reflecting the appreciation of the NIS against the U.S. dollar of 7% in 2025 compared to 0.3% in 2024. Net profit for 2025 was $3.6 million compared to $2.3 million in 2024.
Removed
The Company’s cash and cash equivalents amounted to $3.6 million as of December 31, 2024.
Added
As of December 31, 2025, we had $972,00 in long-term debt (net of current maturities of $148,000) and $672,000 of short-term bank loans.
Removed
Research and Development Our research and development is attributed to the Intelligent Robotics division and consists of the engineering resources required to develop custom-made automation concepts for potential customers. Research and development expenses were $175,000 for the year ended December 31, 2024, compared to $158,000 for the year ended December 31, 2023. 5D.
Added
The warrants have an exercise price of $2.20 per Ordinary Share, are immediately exercisable and will expire in five years from the issue date. In September 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners for the sale of up to $4 million of the Company’s Ordinary Shares in an at-the-market offering (the “ Sales Agreement ”).
Removed
RFID Division: Under the RFID Division segment there is one reporting unit with an allocated goodwill amount of approximately $ 4.2 million.
Added
The Sales Agreement provides that the commission payable to the agent for sales of Ordinary Shares shall be 3% of the gross proceeds of such sale.
Added
The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
Added
The agent and the Company have the right, by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement. As of December 31, 2025, the Company did not sell any Ordinary Shares under the Sales Agreement. We have in-balance sheet financial instruments and off-balance sheet contingent commitments.
Added
The ongoing geopolitical tensions in Israel since October 2023 have continued to adversely affect the Israeli commercial market, which represents the primary revenue base for this division. As a result, we recorded goodwill impairment charges of $700,000 in 2024 and an additional $1.2 million in 2025 (as further described in Note 8 to our consolidated financial statements).
Added
To reduce our exposure to the geopolitically sensitive Israeli commercial market, we plan to invest throughout 2026 in expanding into more stable regulated sectors, including medical and defense.
Added
Doing so will require broadening our product offering, hiring personnel with relevant domain expertise, and establishing new customer relationships, with revenue contributions expected to begin in 2027, subject to the successful execution of these initiatives. 5E.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
43 edited+6 added−8 removed78 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
43 edited+6 added−8 removed78 unchanged
2024 filing
2025 filing
Biggest changeThe Israeli Companies Law does not describe the substance of this duty, except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account. 36 Israeli Securities Authority Administrative Enforcement: Under the Israeli Securities Law, the Israeli Securities Authority, or the ISA, may take certain administrative enforcement actions against a company or a person, including a director, officer or shareholder of a company, if performing certain transgressions designated in the Securities Law.
Biggest changeThe Israeli Companies Law does not describe the substance of this duty, except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account.
The options’ exercise price is calculated as the weighted average of the closing prices of the shares on the Nasdaq Capital Market during the 20 trading days preceding the date of approval of the grant by the Board of Directors. ● The options will vest and become exercisable annually over a period of three years, in three equal parts, such that one third of the options shall vest on each of the first, second and third anniversary of the grant date, provided that the director is still serving on the Company’s Board of Directors at the applicable vesting date. ● The options shall expire on the fifth anniversary of the Grant Date. ● Payment of the exercise price must be made in full upon exercise of the options, by cash or check or cash equivalent, or by the assignment of the proceeds of a sale of some or all of the Ordinary Shares being acquired upon exercise of options, or by any combination of the foregoing. ● The options are exercisable only by the director, and may not be assigned or transferred except following approval of the Company’s audit committee or compensation committee, as applicable, by will or by the laws of descent and distribution.
The options’ exercise price is calculated as the weighted average of the closing prices of the shares on the Nasdaq Capital Market during the 20 trading days preceding the date of approval of the grant by the Board of Directors. ● The options will vest and become exercisable annually over a period of three years, in three equal parts, such that one third of the options shall vest on each of the first, second and third anniversary of the grant date, provided that the director is still serving on the Company’s Board of Directors at the applicable vesting date. 29 ● The options shall expire on the fifth anniversary of the Grant Date. ● Payment of the exercise price must be made in full upon exercise of the options, by cash or check or cash equivalent, or by the assignment of the proceeds of a sale of some or all of the Ordinary Shares being acquired upon exercise of options, or by any combination of the foregoing. ● The options are exercisable only by the director, and may not be assigned or transferred except following approval of the Company’s audit committee or compensation committee, as applicable, by will or by the laws of descent and distribution.
In addition, if the transaction is an extraordinary transaction, namely, (i) a transaction other than in the ordinary course of business; (ii) a transaction that is not on market terms; or (ii) a transaction likely to have a material impact on the company’s profitability, assets or liabilities, the office holder must also disclose any personal interest held by the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of the foregoing (“relatives”), or by any corporation in which the office holder or a relative is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director or the general manager.
In addition, if the transaction is an extraordinary transaction, namely, (i) a transaction other than in the ordinary course of business; (ii) a transaction that is not on market terms; or (iii) a transaction likely to have a material impact on the company’s profitability, assets or liabilities, the office holder must also disclose any personal interest held by the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of the foregoing (“relatives”), or by any corporation in which the office holder or a relative is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director or the general manager.
He holds a BA in Business Administration from the Tel Aviv College of Management and an LL.M. from the Bar-Ilan University. 28 Mr. Moshe Zeltzer was nominated as the Company’s CFO on February 19, 2021. Prior to joining the Company, during the years 2018-2020, Mr. Zeltzer was a controller at Eltek Ltd. (Nasdaq: ELTK).
He holds a BA in Business Administration from the Tel Aviv College of Management and an LL.M. from the Bar-Ilan University. Mr. Moshe Zeltzer was nominated as the Company’s CFO on February 19, 2021. Prior to joining the Company, during the years 2018-2020, Mr. Zeltzer was a controller at Eltek Ltd. (Nasdaq: ELTK).
Under the Nasdaq Rules we are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. 34 The Company has determined that all the members of its audit committee meet the applicable Nasdaq Capital Market and SEC independence standards. Mr.
Under the Nasdaq Rules we are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. The Company has determined that all the members of its audit committee meet the applicable Nasdaq Capital Market and SEC independence standards. Mr.
Cohen holds a B.A. in Accounting and Business Administration from the College of Management in Tel-Aviv and is a certified public accountant in Israel and in the United States, in the State of Maine. Mr. Avidan Zelicovsky is the President of the Company, leading the Company’s Supply Chain Solutions division. Mr.
Cohen holds a B.A. in Accounting and Business Administration from the College of Management in Tel-Aviv and is a certified public accountant in Israel and in the United States, in the State of Maine. 27 Mr. Avidan Zelicovsky is the President of the Company, leading the Company’s Supply Chain Solutions division. Mr.
Our Compensation Policy was approved by a Compensation Majority on December 16, 2020. The Compensation Policy of the Company includes a clawback policy which complies with the Nasdaq listing rules was adopted by the shareholders on December 14, 2023. The Compensation Policy must be approved by the Board of Directors and the Company’s shareholders every three years.
Our Compensation Policy was approved by a Compensation Majority on December 16, 2020. The Compensation Policy of the Company includes a clawback policy which complies with the Nasdaq listing rules and was adopted by the shareholders on December 14, 2023. 28 The Compensation Policy must be approved by the Board of Directors and the Company’s shareholders every three years.
The options shall be exercisable during the term the director holds office (up to five years) or within 60 days following termination of this position, with certain exceptions in the case of the death or disability. 30 The Compensation of the directors is in compliance with the Company’s Compensation policy.
The options shall be exercisable during the term the director holds office (up to five years) or within 60 days following termination of this position, with certain exceptions in the case of the death or disability. The Compensation of the directors is in compliance with the Company’s Compensation policy.
Pursuant to the Company’s amended Articles of Association adopted by the shareholders on October 31, 2019, our Board of Directors is comprised of 3 classes, such that on each annual general meeting, approximately one-third of our directors are being nominated for election.
Pursuant to the Company’s amended Articles of Association adopted by the shareholders on October 31, 2019, our Board of Directors is comprised of 3 classes, such that at each annual general meeting, approximately one-third of our directors are being nominated for election.
In addition, our Articles of Association provide that directors shall be elected only at an annual shareholders meeting. Nasdaq Marketplace Rules require that the board of directors of a Nasdaq-listed company have a majority of independent directors, within the meaning of Nasdaq rules. Our Board of Directors has determined that Messrs.
In addition, our Articles of Association provide that directors shall be elected only at an annual shareholders meeting. 31 Nasdaq Marketplace Rules require that the board of directors of a Nasdaq-listed company have a majority of independent directors, within the meaning of Nasdaq rules. Our Board of Directors has determined that Messrs.
Israeli labor laws subject employers to increased liability, including monetary sanctions and criminal liability, in cases of violations of certain labor laws and certain violations by contractors providing maintenance, security and cleaning services. 37 Our Israeli employees are covered by pension insurance policies according to law requirements.
Israeli labor laws subject employers to increased liability, including monetary sanctions and criminal liability, in cases of violations of certain labor laws and certain violations by contractors providing maintenance, security and cleaning services. Our Israeli employees are covered by pension insurance policies according to law requirements.
In July 18, 2018, the Company’s shareholders approved (i) an increase of the pool of shares reserved for issuances under the Plan, by 200,000 to a total of 700,000 Ordinary Shares, and (ii) an amendment of the Plan allowing for the grant of Ordinary Shares in addition to options.
On July 18, 2018, the Company’s shareholders approved (i) an increase of the pool of shares reserved for issuances under the Plan, by 200,000 to a total of 700,000 Ordinary Shares, and (ii) an amendment of the Plan allowing for the grant of Ordinary Shares in addition to options.
Accordingly, on October 16, 2017, we have chosen to opt out of the requirement to appoint External Directors under the Relief Regulations and related Israeli Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors. 33 Fiduciary Duties of Office Holders : The Israeli Companies Law codifies the fiduciary duties that “office holders,” including directors and executive officers, owe to a company.
Accordingly, on October 16, 2017, we have chosen to opt out of the requirement to appoint External Directors under the Relief Regulations and related Israeli Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors. 32 Fiduciary Duties of Office Holders : The Israeli Companies Law codifies the fiduciary duties that “office holders,” including directors and executive officers, owe to a company.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days as of March 15, 2025, to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days as of March 15, 2026, to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Compensation The following table presents the total compensation paid to or accrued on behalf of all of our directors and officers as a group for the year ended December 31, 2024. Directors who are also executive officers do not receive director fees.
Compensation The following table presents the total compensation paid to or accrued on behalf of all of our directors and officers as a group for the year ended December 31, 2025. Directors who are also executive officers do not receive director fees.
Under the Nasdaq Rules, we are required to maintain a compensation committee consisting of at least two independent directors. Our compensation committee currently consists of Yaron Eldad, Avi Dadon and Osnat Gur.
Under the Nasdaq Rules, we are required to maintain a compensation committee consisting of at least two independent directors. Our compensation committee currently consists of Yaron Eldad, Avi Dadon and Osnat Gur. The chairperson of the compensation committee is Yaron Eldad.
Set forth below is the compensation of our executives in respect of the year ended December 31, 2024 and to date: CEO, Mr.
Set forth below is the compensation of our executives in respect of the year ended December 31, 2025 and to date: CEO, Mr.
Salaries, Directors’ fees, stock-based compensation, Commissions and Bonus (in thousands) Pension, Retirement and Similar benefits (in thousands) All directors and officers as a group (then 6 persons). $ 881 $ 228 Compensation Requirements under Israeli Law Compensation Policy In December 2012, an amendment to the Israeli Companies Law, or Amendment 20, became effective, requiring public companies to appoint a compensation committee.
Salaries, Directors’ fees, stock-based compensation, Commissions and Bonus (in thousands) Pension, Retirement and Similar benefits (in thousands) All directors and officers as a group (then 6 persons). $ 1,011 $ 118 Compensation Requirements under Israeli Law Compensation Policy In December 2012, an amendment to the Israeli Companies Law, or Amendment 20, became effective, requiring public companies to appoint a compensation committee.
For additional information on the compensation of our directors and CEO see our proxy statement filed with the SEC under Form 6-K on October 15, 2024 6C. Board Practices Directors: Our Board of Directors is currently comprised of 4 directors. The directors are elected by a simple majority at the annual shareholders’ meeting.
For additional information on the compensation of our directors and CEO see our proxy statement filed with the SEC under Form 6-K on September 3, 2025. 6C. Board Practices Directors: Our Board of Directors is currently comprised of 4 directors. The directors are elected by a simple majority at the annual shareholders’ meeting.
Duties of Shareholders Under the Israeli Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising its rights and performing its obligations to the company and other shareholders, including, among other things, voting at general meetings of shareholders on the following matters: ● an amendment to the articles of association; ● an increase in the company’s authorized share capital; ● a merger; and ● the approval of related party transactions and acts of office holders that require shareholder approval.
BDO Consulting Group, BDO Israel’s consulting arm, serves as our internal auditor. 34 Duties of Shareholders Under the Israeli Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising its rights and performing its obligations to the company and other shareholders, including, among other things, voting at general meetings of shareholders on the following matters: ● an amendment to the articles of association; ● an increase in the company’s authorized share capital; ● a merger; and ● the approval of related party transactions and acts of office holders that require shareholder approval.
The number of shares was calculated based on a price per share equal to the weighted average closing price of the Company’s Ordinary Shares on NASDAQ during the 20 trading days preceding the date of the approval of the bonus by the Board. 31 CFO, Mr.
The bonus payment was paid by issuance of 19,075 Ordinary Shares. The number of shares was calculated based on a price per share equal to the weighted average closing price of the Company’s Ordinary Shares on NASDAQ during the 20 trading days preceding the date of the approval of the bonus by the Board. CFO, Mr.
We believe that our relations with our employees are satisfactory. We have not experienced a collective labor dispute or a strike. Israeli labor laws are applicable to all of our employees in Israel. We and our employees are not parties to any collective bargaining agreements and our employees are not represented by any labor union.
We have not experienced a collective labor dispute or a strike. 35 Israeli labor laws are applicable to all of our employees in Israel. We and our employees are not parties to any collective bargaining agreements and our employees are not represented by any labor union.
Moshe Zeltzer: Monthly Salary : A gross monthly base salary of NIS 30,000 (approximately $8,110), plus customary benefits, which include managers’ insurance, education fund, car expenses and long-term disability insurance. Bonus : A bonus of NIS 30,000 (approximately $8,110), equal to one month salary. Options : Options to purchase 10,000 Ordinary Shares of the Company. President Mr.
Moshe Zeltzer: Monthly Salary : A gross monthly base salary of NIS 33,000 (approximately $10,686), plus customary benefits, which include managers’ insurance, education fund, car expenses and long-term disability insurance. Bonus : A bonus of NIS 30,000 (approximately $9,714), equal to one month salary. President Mr.
Under Israeli law, the extension of the Plan does not require shareholder approval. However, the Plan was submitted to the Shareholders approval as required under the US Internal Revenue Code in order to allow grants of Incentive Stock Options, or ISOs, thereunder. In December 2023, the Company’s shareholders did not approve the extension.
However, the Plan was submitted to the Shareholders approval as required under the US Internal Revenue Code in order to allow grants of Incentive Stock Options, or ISOs, thereunder. In December 2023, the Company’s shareholders did not approve the extension. As a result the Plan is in effect however the Company may not grant ISOs thereunder.
Employees As of March 15, 2025: we had 80 employees, all located in Israel. The breakdown of the employees to our various departments is presented below. In addition, the Company employs temporary employees who provide inventory counting services, in a number which fluctuates according to the particular projects, and customarily increases towards year end.
The breakdown of the employees to our various departments is presented below In addition, the Company employs temporary employees who provide inventory counting services, in a number which fluctuates according to the particular projects, and customarily increases towards year end. We believe that our relations with our employees are satisfactory.
Ziv Dekel joined our Board of Directors in June 2015 and was appointed as Chairman of the Board in 2019. Ms. Osnat Gur joined our Board of Directors in October 2021 and was appointed as Chairman in March 2025. Ms. Gur brings extensive experience in the management of companies. Currently, Ms.
Elected for a 3-year term in 2025. Ms. Osnat Gur joined our Board of Directors in October 2021 and was appointed as Chairman in March 2025. Ms. Gur brings extensive experience in the management of companies. Currently, Ms.
Our audit committee oversees (in addition to the Board of Directors) the accounting and financial reporting processes of the Company and audits of our financial statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our independent auditors’ qualifications, independence, compensation and performance, and the performance of our internal audit function.
Yaron Eldad is an audit committee financial expert as defined by the SEC rules and has the requisite financial sophistication as defined by the Nasdaq Rules. 33 Our audit committee oversees (in addition to the Board of Directors) the accounting and financial reporting processes of the Company and audits of our financial statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our independent auditors’ qualifications, independence, compensation and performance, and the performance of our internal audit function.
Item 6: Directors, Senior Management and Employees 6A. Directors and Senior Management Set forth below is information regarding our directors and senior management. Name Age Position Mr. Ziv Dekel (*)(1) 61 Former Chairman of the Board of Directors (Class C) Ms. Osnat Gur (*) (2) 54 Chairman of the Board of Directors (Class A) Mr.
Item 6: Directors, Senior Management and Employees 6A. Directors and Senior Management Set forth below is information regarding our directors and senior management. Name Age Position Ms. Osnat Gur (*) (1) 55 Chairman of the Board of Directors (Class A) Mr. Yaron Eldad (*)(2) 59 Chairman of Audit and Compensation Committees (Class B) Mr.
The Ordinary Shares acquired upon exercise of an option are subject to certain restrictions on transfer, sale or hypothecation. Options are exercisable and restrictions on disposition of shares lapse pursuant to the terms of the individual agreements under which such options were granted or shares issued.
Options are exercisable and restrictions on disposition of shares lapse pursuant to the terms of the individual agreements under which such options were granted or shares issued.
In such case the replacement director is elected for the remaining period applicable to the director he or she is replacing. 32 Our Articles of Association provide that the number of directors in the Company shall be determined from time to time by the annual general meeting of shareholders, provided that it shall not be less than 4 nor more than 7.
Our Articles of Association provide that the number of directors in the Company shall be determined from time to time by the annual general meeting of shareholders, provided that it shall not be less than 4 nor more than 7.
As of March 15, 2025 shares and options held by our officers and directors, then consisting of 6 persons, are as follows: Name Position Number of shares and options Beneficially Owned Percentage of Shares and options Beneficially Owned Eyal Cohen Chief Executive Officer 175,208 2.96 % Avidan Zelicovsky President 20,000 0.34 % Yaron Eldad Director 15,000 0.25 % Moshe Zeltzer Chief Financial Officer 10,000 0.17 % Osnat Gur Director 7,500 0.13 % Share Option Plans The purpose of our Share Option Plan is to enable us to attract and retain qualified persons as employees, officers, directors, consultants and advisors and to motivate such persons by providing them with an equity participation in the Company.
As of March 23, 2026, shares and options held by our officers and directors, then consisting of 5 persons, are as follows: Name Position Number of shares and options Beneficially Owned Percentage of Shares and options Beneficially Owned Eyal Cohen Chief Executive Officer 76,866 1.09 % Avidan Zelicovsky President 13,334 0.19 % Yaron Eldad Director 7,500 0.11 % Moshe Zeltzer Chief Financial Officer 11,801 0.17 % Osnat Gur Director 7,500 0.11 % Avi Dadon Director 15,000 0.21 % S hare Option Plans The purpose of our Share Option Plan is to enable us to attract and retain qualified persons as employees, officers, directors, consultants and advisors and to motivate such persons by providing them with an equity participation in the Company. 36 The Share Option Plan is administered by the Board of Directors, which has broad discretion, subject to certain limitations, to determine the persons entitled to receive options.
The percentage of ordinary shares beneficially owned is based on 5,923,559 ordinary shares outstanding as of March 15, 2025.
The percentage of ordinary shares beneficially owned is based on 7,049,810 ordinary shares outstanding as of March 15, 2026.
In the event that the Compensation Policy is not approved by the Company’s shareholders, the Compensation Committee and the Board of Directors may still approve the policy, if the Compensation Committee and the Board of Directors determine, based on specified reasons and following further discussion of the matter, that the Compensation Policy is in the best interests of the Company. 29 Changes to existing terms of office and employment of office holders (other than directors), only requires the approval of the Compensation Committee, if the Compensation Committee determines that the revised terms are not substantially different from the existing terms.
In the event that the Compensation Policy is not approved by the Company’s shareholders, the Compensation Committee and the Board of Directors may still approve the policy, if the Compensation Committee and the Board of Directors determine, based on specified reasons and following further discussion of the matter, that the Compensation Policy is in the best interests of the Company.
The role of the internal auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure.
Internal Auditor Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure.
Eyal Cohen : Monthly Salary : A gross monthly base salary of NIS 65,000 (approximately $17,570) linked to an increase in the CPI, plus customary benefits, which include managers’ insurance, education fund, car expenses and long-term disability insurance. The CEO’s salary was increased from NIS 51,196 (approximately $13,840) following the approval of the shareholders on December 5, 2024.
Eyal Cohen : Monthly Salary : A gross monthly base salary of NIS 65,000 (approximately $17,570) linked to an increase in the CPI, plus customary benefits, which include managers’ insurance, education fund, car expenses and long-term disability insurance. 30 Bonus : A bonus of US$ 94,000, which is equal to five months’ salaries.
The ISA is also authorized to impose fines on any person or company breaching certain provisions designated under the Israeli Companies Law.
The ISA is also authorized to impose fines on any person or company breaching certain provisions designated under the Israeli Companies Law. 6D. Employees As of March 15, 2026: we have 84 employees, all located in Israel.
In December 2012, the Company’s shareholders approved a 10 year extension to the Plan, according to which the Board of Directors may grant options under the Plan through May 31, 2023. In December 2017, the shareholders approved an increase of the pool of shares reserved for issuances under the Plan, to 500,000 Ordinary Shares.
In May 2003 the Company’s shareholders approved the adoption of our 2003 Israeli Share Option Plan or the Plan. In December 2012, the Company’s shareholders approved a 10 year extension to the Plan, according to which the Board of Directors may grant options under the Plan through May 31, 2023.
As of March 20, 2025, we had 269,000 options outstanding under the Plan (of which 248,333 are exercisable) with the exercise prices as set forth below: Exercise Price Per Share $ Number of Options Outstanding $ 2.245 61,500 $ 2.433 7,500 $ 2.775 20,000 $ 2.968 37,500 $ $ 3.251 7,500 $ 3.252 100,000 $ 3.863 30,000 $ 4.022 5,000 $ Total 269,000 39
As of March 15, 2026, we had 126,125 options outstanding under the Plan (of which 76,124 are exercisable) with the exercise prices as set forth below: Exercise Price Per Share $ Number of Options Outstanding $ 2.245 31,667 $ 2.968 30,834 $ 3.251 7,500 $ 3.252 31,124 $ 3.876 10,000 $ 3.986 15,000 Total 126,125 37
In December 2022, the shareholders approved an increase of the pool of shares reserved for issuances under the Plan, by 300,000 to a total of 1,000,000 Ordinary Shares. 38 On May 28, 2023, the Company’s Board of Directors approved a 10 year extension to the Plan, according to which the Board of Directors may grant options under the Plan through May 31, 2033.
In December 2022, the shareholders approved an increase of the pool of shares reserved for issuances under the Plan, by 300,000 to a total of 1,000,000 Ordinary Shares.
Yaron Eldad (*)(3) 58 Chairman of Audit and Compensation Committees (Class B) Mr. Avi Dadon (*)(4) 69 Director (Class C) Mr. Eyal Cohen (1) 56 Chief Executive Officer and Director (Class C) Mr. Avidan Zelicovsky 55 President Mr. Moshe Zeltzer 44 Chief Financial Officer (*) Member of our audit committee and compensation committee.
Avi Dadon (*)(3) 70 Director (Class C) Mr. Eyal Cohen (3) 57 Chief Executive Officer and Director (Class C) Mr. Avidan Zelicovsky 56 President Mr. Moshe Zeltzer 45 Chief Financial Officer (*) Member of our audit committee and compensation committee. (1) Elected for a 3-year term in 2024. (2) (3) Elected for a 3-year term in 2023.
The Board of Directors also has discretion to determine the nature of the consideration to be paid upon the exercise of an option under the Plan. Such consideration generally may consist of cash, or, at the discretion of the Board of Directors, cash and a recourse promissory note.
Such consideration generally may consist of cash, or, at the discretion of the Board of Directors, cash and a recourse promissory note. The Ordinary Shares acquired upon exercise of an option are subject to certain restrictions on transfer, sale or hypothecation.
Commencing 2025, the annual compensation of our directors shall be increased to NIS 40,000 (approximately $11,000). In addition, in October 2019 our shareholders approved a grant to each of our directors of options to purchase 7,500 Ordinary Shares.
The increase took effect retroactively as of March 2025, when Ms. Gur was appointed Chairman, In addition, in October 2019 our shareholders approved a grant to each of our directors of options to purchase 7,500 Ordinary Shares.
As a result the Plan is in effect however the Company may not grant ISOs thereunder. Under the Plan, the terms and conditions of the options and the number of shares subject thereto shall be determined by the Board of Directors.
Under the Plan, the terms and conditions of the options and the number of shares subject thereto shall be determined by the Board of Directors. The Board of Directors also has discretion to determine the nature of the consideration to be paid upon the exercise of an option under the Plan.
Removed
(1) Elected for a 3-year term in 2022. Mr. Dekel passed away in March 2025. (2) Elected for a 3-year term in 2024. (3) (4) Elected for a 3-year term in 2023. Elected by the Board of Directors to replace the late Mr. Ziv Dekel, to serve until the Company’s 2025 shareholders meeting. 27 Mr.
Added
Changes to existing terms of office and employment of office holders (other than directors), only requires the approval of the Compensation Committee, if the Compensation Committee determines that the revised terms are not substantially different from the existing terms.
Removed
Bonus : A bonus of US$ 68,625, which is equal to five months’ salaries. The bonus payment was paid by issuance of 21,208 Ordinary Shares.
Added
Commencing 2025, the annual compensation of our directors was increased to NIS 40,000 (approximately $11,000). In recognition of the expanded role of the Chairman, the Company’s Audit Committee and Board approved an increase in the annual compensation of Ms. Osnat Gur, the Chairman of the Board to NIS 70,000 (approximately $ 22,563) from NIS 40,000 (approximately $12,900).
Removed
Bonus: A bonus of NIS 365,000 (approximately $99,000) that was calculated as 4% of the net income of the Supply Chain division for 2024. Options: Options to purchase 20,000 Ordinary Shares of the Company.
Added
In such case the replacement director is elected for the remaining period applicable to the director he or she is replacing.
Removed
Yaron Eldad is an audit committee financial expert as defined by the SEC rules and has the requisite financial sophistication as defined by the Nasdaq Rules.
Added
Israeli Securities Authority Administrative Enforcement: Under the Israeli Securities Law, the Israeli Securities Authority, or the ISA, may take certain administrative enforcement actions against a company or a person, including a director, officer or shareholder of a company, if performing certain transgressions designated in the Securities Law.
Removed
The chairperson of the compensation committee is Yaron Eldad. 35 Internal Auditor Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee.
Added
In December 2017, the shareholders approved an increase of the pool of shares reserved for issuances under the Plan, to 500,000 Ordinary Shares.
Removed
BDO Consulting Group, BDO Israel’s consulting arm, serves as our internal auditor.
Added
On May 28, 2023, the Company’s Board of Directors approved a 10 year extension to the Plan, according to which the Board of Directors may grant options under the Plan through May 31, 2033. Under Israeli law, the extension of the Plan does not require shareholder approval.
Removed
Board Diversity Matrix (As of March 15, 2025) Country of Principal Executive Offices: Israel Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 4 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 6D.
Removed
The Share Option Plan is administered by the Board of Directors, which has broad discretion, subject to certain limitations, to determine the persons entitled to receive options. In May 2003 the Company’s shareholders approved the adoption of our 2003 Israeli Share Option Plan or the Plan.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
8 edited+0 added−1 removed4 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
8 edited+0 added−1 removed4 unchanged
2024 filing
2025 filing
Biggest changeItem 7: Major Shareholders and Related Party Transactions 7A. Major Shareholders We are not directly or indirectly owned or controlled by another corporation or by any foreign government. To the Company’s knowledge, on December 31, 2024, Todd M. Felte owned 458,118 Ordinary Shares, representing as of March 20, 2025, 8.0% of the issued and outstanding Ordinary Shares.
Biggest changeItem 7: Major Shareholders and Related Party Transactions 7A. Major Shareholders We are not directly or indirectly owned or controlled by another corporation or by any foreign government. To the Company’s knowledge, based on a Schedule 13G/A filed on January 21, 2025, on December 31, 2025, Todd M.
In addition, under the indemnification agreements, the Company exempts and releases each director from any and all liability to the Company related to any breach by each director of his duty of care to the Company, to the maximum extent permitted by law. 40 On December 14, 2023, the Company’s shareholders approved the Company’s Compensation Policy which stipulates that the Company may purchase directors’ and officers’ liability insurance at a coverage of up to $5 million per event and per period, irrespective of the cost of the annual premium.
In addition, under the indemnification agreements, the Company exempts and releases each director from any and all liability to the Company related to any breach by each director of his duty of care to the Company, to the maximum extent permitted by law. 38 On December 14, 2023, the Company’s shareholders approved the Company’s Compensation Policy which stipulates that the Company may purchase directors’ and officers’ liability insurance at a coverage of up to $5 million per event and per period, irrespective of the cost of the annual premium.
The changes in holdings (excluding warrants) of the major shareholders over the last three years are detailed, to the best of our knowledge or based on the respective shareholder’s public filings, in the table below: Holdings as of: December 31, 2022 December 31, 2023 December 31, 2024 Todd M.
The changes in holdings (excluding warrants) of the major shareholders over the last three years are detailed, to the best of our knowledge or based on the respective shareholder’s public filings, in the table below: Holdings as of: December 31, 2023 December 31, 2024 December 31, 2025 Todd M.
Related Party Transactions Intercompany Payments During the years 2023 and 2024 the Company charged its subsidiaries, Odem and Dimex, management fees in the total amounts of $2, 331,000 and $2,287,000, respectively.
Related Party Transactions Intercompany Payments During the years 2024 and 2025 the Company charged its subsidiaries, Odem and Dimex, management fees in the total amounts of $2,287,000 and $2,775,000, respectively.
On December 20, 2011, following an amendment to the Israeli Securities Law and a corresponding amendment to the Israeli Companies Law, which had authorized the Israeli Securities Authority to impose administrative sanctions against companies and their office holders for certain violations of the Israeli Securities Law or the Israeli Companies Law, the Company’s shareholders approved a modified form of such indemnification agreement to ensure that the Company’s directors were afforded protection to the fullest extent permitted by law, which form was approved and ratified by the Company’s shareholders on October 22, 2015, July 18, 2018 and most recently, on October 21, 2021.
On December 20, 2011, following an amendment to the Israeli Securities Law and a corresponding amendment to the Israeli Companies Law, which had authorized the Israeli Securities Authority to impose administrative sanctions against companies and their office holders for certain violations of the Israeli Securities Law or the Israeli Companies Law, the Company’s shareholders approved a modified form of such indemnification agreement to ensure that the Company’s directors were afforded protection to the fullest extent permitted by law, which form was approved and ratified by the Company’s shareholders most recently on October 30, 2025.
Since January 2021 until March 20, 2025, the Company has raised $3.4 million, most of which were contributed to its subsidiaries and used for working capital, bank loans repayments and for acquisitions. In certain cases, the Company pays by shares for acquisitions made by a subsidiary (for example, the iDnext acquisition).
Since January 2021 until March 15, 2026, the Company has raised $6.8 million, most of which were contributed to its subsidiaries and used for working capital, bank loans repayments and for acquisitions. In certain cases, the Company pays by shares for acquisitions made by a subsidiary (for example, the iDnext acquisition).
To the Company’s knowledge, as of March 20, 2025, no other shareholder beneficially owned more than 5% of the Company’s Ordinary Shares.
Felte beneficially owned 458,118 Ordinary Shares, representing as of March 15, 2026, 6.5% of the issued and outstanding Ordinary Shares. To the Company’s knowledge, as of March 15, 2026, no other shareholder beneficially owned more than 5% of the Company’s Ordinary Shares.
As of March 15, 2025, there were 34 record holders of Ordinary Shares, of which 6 were registered with addresses in the United States, representing approximately 99% of the outstanding Ordinary Shares held by our record shareholders.
Felte (1) 556,390 458,118 458,118 (1) The Company has no current information confirming Mr. Felte’s continued ownership above 5%. As of March 15, 2026, there were 34 record holders of Ordinary Shares, of which 6 were registered with addresses in the United States, representing approximately 99% of the outstanding Ordinary Shares held by our record shareholders.
Removed
Felte (1) 556,390 556,390 458,118 (1) According to a 13G/A report dated January 21, 2025, which contained information with respect to Mr. Felte’s share ownership as of December 31, 2024.