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~~ THE SECURITIES EXCHANGE ACT ofOF 1934

For the Month of ~~January~~July 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~~Annual ~~NOTE~~General Meeting of Shareholders

On July 3, 2024, P.V. Nano Cell Ltd., a company organized under the laws of the State of Israel (the “Company”), announced ~~announces~~ that it will hold a Special General Meeting of Shareholders of the Company (the “Meeting”) on ~~January~~Thursday, 14August 8, 2024, Drbeginning at 4:00 p.m. ~~Fernando~~Israel detime, at lathe ~~Vega~~offices ~~notified~~of the Company ~~of his~~located ~~resignation~~at ~~from~~8 ~~the~~Hamasger ~~Company~~Street, Midgal Ha’sEmek, ~~Board~~Israel 2310102. Copies of ~~Directors~~the (notice and proxy statement for the ~~“Board”),~~Meeting ~~effective~~and ~~immediately~~the related proxy card are attached to this Report on Form 6-K as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

Dr. de la Vega shall continue to serve as the Company’s Chief Technology Officer.

Exhibit No.

99.1		P.V. Nano Cell Ltd. Notice and Proxy Statement for the Annual General Meeting to be held on August 8, 2024.
99.2		Form of P.V. Nano Cell Ltd. Proxy Card.

The Board expresses its sincere gratitude and appreciation to Dr. de la Vega for his valuable contributions to the Board throughout the years of his service as a director of the Company.

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: January 16, 2024	P.V. NANO CELL LTD.
Date: July 3, 2024	P.V. NANO CELL LTD.
	By:	/s/ Avi Magid
		Name:	Avi Magid
		Title:	Chief Executive Officer

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