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 OFof 1934

For the Month of ~~November~~December 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 ☐

~~Annual~~EXPLANATORY ~~General Meeting of Shareholders~~NOTE

On ~~November~~December 1321, 2023, P.V. Nano Cell Ltd., a(the ~~company~~“Company”) ~~organized~~held ~~under~~an ~~the~~Annual ~~laws~~General ofMeeting ~~the State~~ of ~~Israel~~Shareholders (the “~~Company~~Meeting”). At the Meeting, ~~announced~~the ~~that~~Company’s itshareholders ~~will~~voted ~~hold~~on ~~its~~the ~~Annual~~proposals ~~General Meeting~~set offorth ~~Shareholders~~in (the ~~“Annual~~Company’s ~~Meeting”)~~proxy onstatement ~~Thursday,~~for ~~December~~the ~~21, 2023,~~Meeting ~~beginning~~that atwas ~~4:00~~attached ~~p.m.~~as ~~Israel~~Exhibit ~~time,~~99.1 atto the ~~offices~~Report of ~~the~~Foreign ~~Company~~Private ~~located~~Issuer aton 8Form ~~Hamasger Street,~~6-K ~~Midgal~~that ~~Ha’Emek,~~was ~~Israel~~furnished ~~2310102~~to the U.S. ~~Copies~~Securities ofand ~~the~~Exchange Commission ~~notice~~on ~~and~~November ~~proxy~~13, ~~statement~~2023 ~~for~~(the “Proxy Statement”). At the ~~Annual~~ Meeting, ~~and~~each of the ~~related~~proposals ~~proxy~~set ~~card~~forth ~~are~~in ~~attached~~the toProxy Statement ~~this~~were ~~Report~~approved onby ~~Form~~the ~~6-K~~requisite asmajority ~~Exhibit~~of ~~99.1~~the ~~and~~Company’s ~~Exhibit~~shareholders ~~99.2,~~under ~~respectively,~~the ~~and~~Israeli ~~incorporated herein~~Companies byLaw ~~reference~~5759-1999.

Exhibit No.
99.1		P.V. Nano Cell Ltd. Notice and Proxy Statement for the Annual General Meeting to be held on December 21, 2023.
99.2		Form of P.V. Nano Cell Ltd. Proxy Card.

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: November 13, 2023	P.V. NANO CELL LTD.
Date: December 22, 2023	P.V. NANO CELL LTD.
	By:	/s/ Avi Magid
		Name:	Avi Magid
		Title:	Chief Executive Officer

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