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 September 2023

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 September 26, 2023, P.V. Nano Cell Ltd., (a company organized under the ~~“Company”)~~laws ~~announces~~of ~~that~~the onState ~~September~~of ~~12, 2023,~~Israel (the “Company”), announced ~~received~~that ait ~~letter~~will ~~from~~hold ~~Orly~~its ~~Benizri~~Annual ~~Solomon,~~General anMeeting ~~external~~of ~~director~~Shareholders of the Company (~~within~~ the ~~meaning~~“Annual Meeting”) ofon ~~the~~Thursday, ~~Israeli Companies~~November ~~Law~~9, ~~1999)~~2023, ~~announcing~~beginning ~~her~~at ~~resignation~~4:00 ~~from~~p.m. Israel time, at the offices of the Company’s ~~Board~~located ofat ~~Directors~~8 ~~(the~~Hamasger ~~“Board”)~~Street, ~~effective immediately~~Midgal ~~(the~~Ha’Emek, ~~“Resignation~~Israel ~~Letter”)~~2310102. Copies ~~Prior~~of tothe ~~her~~notice ~~resignation,~~and ~~Ms.~~proxy ~~Benizri~~statement ~~Solomon~~for ~~also~~the ~~served~~Annual asMeeting and the ~~Chairperson of~~related ~~the~~proxy ~~Audit~~card ~~Committee~~are ~~and~~attached ~~Compensation~~to ~~Committee~~this inReport ~~her~~on ~~capacity~~Form 6-K as Exhibit an99.1 ~~external~~and ~~director~~Exhibit 99.2, respectively, and incorporated herein by reference.

Ms. Benizri Solomon stated in the Resignation Letter that she decided to resign due to matters relating to the Company’s corporate governance, resulting in major governance deficiencies identified by her and other current and former Board members, and that the Chairman of the Board and the Company’s Chief Executive Officer disregarded her allegations.

Exhibit No.

99.1		P.V. Nano Cell Ltd. Notice and Proxy Statement for the Annual General Meeting to be held on November 9, 2023.
99.2		Form of P.V. Nano Cell Ltd. Proxy Card.

Subsequent to receipt of the Resignation Letter, on September 14, 2023, the Board convened to discuss the Resignation Letter. During the meeting, the Board noted (among other things) that Ms. Benizri Solomon’s three-year term as an external director is scheduled to expire on December 15, 2023, and that the Board had resolved, in her absence, to recommend to the Company’s shareholders to elect a new external director upon the expiration of Ms. Benizri Solomon’s three-year term, in lieu of nominating Ms. Benizri Solomon for an additional three-year term. The Board strongly rejects the allegations made by Ms. Benizri Solomon in the Resignation Letter because contrary to Ms. Benizri Solomon’s statements, the Company believes it has taken proper actions, based on legal advice, to rectify all corporate governance matters previously raised by Ms. Benizri Solomon, which were primarily as a result of the Company’s difficult financial situation. The Board expressed its strong support in the leadership and conduct of the Company’s Chairman and Chief Executive Officer.

The Company intends to convene a general meeting of shareholders within a short period in order to (among other things) appoint an additional external director to fill the vacancy resulting from Ms. Benizri Solomon’s resignation.

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: September 14, 2023	P.V. NANO CELL LTD.
Date: September 26, 2023	P.V. NANO CELL LTD.
	By:	/s/ Avi Magid
		Name:	Avi Magid
		Title:	Chief Executive Officer

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