UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT of 1934

For the Month of ~~December~~January ~~2023~~2024

333-206723

(Commission File Number)

P.V. NANO CELL LTD.

(Translation of registrant’s name into English)

8 Hamasger Street
Migdal Ha’Emek, 2310102, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

~~On December 21, 2023,~~ P.V. Nano Cell Ltd. (the “Company”) ~~held~~announces anthat ~~Annual~~on ~~General~~January ~~Meeting~~7, of2024, ~~Shareholders (the “Meeting”)~~Mr. At ~~the~~Ofer ~~Meeting,~~Greenberger notified the Company’s ~~shareholders~~of ~~voted~~his resignation onfrom the ~~proposals set forth in the~~ Company’s ~~proxy~~Board ~~statement~~of ~~for~~Directors, ~~the~~effective ~~Meeting that was attached as Exhibit 99~~immediately.1 toPrior ~~the Report of Foreign Private Issuer on Form 6-K that was furnished~~ to ~~the~~his ~~U.S. Securities and Exchange Commission on November 13~~resignation, ~~2023 (the “Proxy Statement”)~~Mr. AtGreenberger ~~the~~also ~~Meeting, each of the proposals set forth in the Proxy~~served ~~Statement~~as ~~were~~a ~~approved~~member ~~by the requisite majority~~ of the Company’s ~~shareholders~~Audit ~~under~~Committee ~~the~~and ~~Israeli~~Compensation ~~Companies Law 5759-1999~~Committee.

The Company expresses its appreciation and thanks to Mr. Greenberger for his contribution during his time as a director.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 22, 2023	P.V. NANO CELL LTD.
Date: January 9, 2024	P.V. NANO CELL LTD.
	By:	/s/ Avi Magid
		Name:	Avi Magid
		Title:	Chief Executive Officer

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