Основная статистика
| CIK | 1627480 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to P.V. Nano Cell Ltd.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-206723 P.V. NANO CELL LTD. (Exact name of registrant as specified in its |
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| November 27, 2024 |
Registration No. 333-206723 Registration No. 333-232379 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Form F-1 Registration Statement No. 333-206723 Post-Effective Amendment No. 1 to Form F-1 Registration Statement No. 333-232379 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 P.V. Nano Cell Ltd. (Exact Name of Registrant as Speci |
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| November 27, 2024 |
Registration No. 333-206723 Registration No. 333-232379 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Form F-1 Registration Statement No. 333-206723 Post-Effective Amendment No. 1 to Form F-1 Registration Statement No. 333-232379 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 P.V. Nano Cell Ltd. (Exact Name of Registrant as Speci |
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| November 4, 2024 |
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 November 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 exe |
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| August 8, 2024 |
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 August 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 execu |
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| July 3, 2024 |
Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We cordially invite you to attend a Special General Meeting (the “Meeting”) of the shareholders of P.V. Nano Cell Ltd. (the “Company”), to be held at 4:00 pm, Israel time, on Thursday, August 8, 2024, or at any adjournments thereof, to be held at th |
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| July 3, 2024 |
Exhibit 99.2 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN. EXCEPT AS MENTIONED OTHERWISE IN THE PROXY STATEMENT AND BELOW ON THIS PROXY, IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS HEREIN. Please mark your vote as in this example ☒ PROPOSAL NO. 1: To approve a private placement of the Company’s ordinary shares to GTRIMG Investments Ltd., the con |
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| July 3, 2024 |
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 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 executi |
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| May 9, 2024 |
Exhibit 12.1 CERTIFICATIONS I, Avi Magid, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were ma |
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| May 9, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| May 9, 2024 |
Exhibit 4.16 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by P.V. Nano Cell Ltd., a company formed under the laws of the State of Israel (the “Company”). R E C I T A L S A. The Company is making a series of sequentia |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 9, 2024 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2023; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-206723 CUSIP M8179 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☒ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re |
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| January 16, 2024 |
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 January 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 exec |
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| January 9, 2024 |
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 January 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 exec |
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| December 22, 2023 |
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 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 exe |
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| November 13, 2023 |
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 November 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 exe |
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| November 13, 2023 |
Exhibit 99.2 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN. EXCEPT AS MENTIONED OTHERWISE IN THE PROXY STATEMENT AND BELOW ON THIS PROXY, IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS HEREIN. Please mark your vote as in this example ☒ PROPOSAL NO. 1A: To re-elect Dov Farkash as a Class I director, to serve until the Company’s annual general meeting |
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| November 13, 2023 |
Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We cordially invite you to attend the Annual General Meeting of Shareholders (the “Meeting”) of the shareholders of P.V. Nano Cell Ltd. (the “Company”), to be held at 4:00 pm, Israel time, on Thursday, December 21, 2023, or at any adjournments thereo |
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| October 23, 2023 |
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 October 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 exec |
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| September 29, 2023 |
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 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 ex |
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| September 26, 2023 |
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 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 ex |
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| September 26, 2023 |
Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We cordially invite you to attend the Annual General Meeting of Shareholders (the “Meeting”) of the shareholders of P.V. Nano Cell Ltd. (the “Company”), to be held at 4:00 pm, Israel time, on Thursday, November 9, 2023, or at any adjournments thereof |
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| September 26, 2023 |
Exhibit 99.2 THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN. EXCEPT AS MENTIONED OTHERWISE IN THE PROXY STATEMENT AND BELOW ON THIS PROXY, IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS HEREIN. Please mark your vote as in this example ☒ PROPOSAL NO. 1: To re-elect Dov Farkash as a Class I director, to serve until the Company’s annual general meeting |
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| September 14, 2023 |
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 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 ex |
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| September 7, 2023 |
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 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 ex |
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| June 1, 2023 |
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 June 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 executi |
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| May 15, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| May 15, 2023 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| May 15, 2023 |
Exhibit 4.17 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by P.V. Nano Cell Ltd., a company formed under the laws of the State of Israel (the “Company”). R E C I T A L S A. The Company is making a series of sequentia |
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| May 15, 2023 |
Exhibit 2.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, P.V. NANO CELL LTD. had one class of securities registered under Section 15(d) of the Securities Exchange Act of 1934, as amended: our ordinary shares. References herein to “we,” “us,” “our” and the “Company” refer to P.V. NANO CELL LT |
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| May 15, 2023 |
Exhibit 1.1 THE COMPANIES LAW, 5759-1999 A COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF P.V. NANO CELL LTD. Company Number 514287093 Interpretation; General 1. In these Fourth Amended and Restated Articles of Association, in addition to the terms defined elsewhere herein, unless the context requires otherwise the following terms shall have the respective meaning |
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| May 15, 2023 |
Exhibit 12.1 CERTIFICATIONS I, Avi Magid, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2022; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were ma |
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| May 15, 2023 |
Exhibit 4.19 COMPENSATION POLICY P.V. NANO CELL LTD. Compensation Policy for Executive Officers and Directors (As adopted by the shareholders on December 19, 2022) Table of Contents Page A. Overview and Objectives 1 B. Base Salary and Benefits 2 C. Cash Bonuses 3 D. Equity Based Compensation 6 E. Retirement and Termination of Service Arrangements 6 F. Exculpation, Indemnification and Insurance 7 G |
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| May 15, 2023 |
Exhibit 4.18 May 15, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by P.V Nano Cell Ltd. in Item 16F of the Form 20-F of P.V Nano Cell Ltd. dated May 15, 2023, which we understand will be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm in Item 16F of such Form 20- |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 333-206723 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP M8179 (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐Transition Report on Form 10-K ☒ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep |
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| April 17, 2023 |
6-K 1 ea177017-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 April 2023 333-206723 (Commission File Number) P.V. NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger St |
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| April 4, 2023 |
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 April 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 execut |
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| March 13, 2023 |
6-K 1 ea175145-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 March 2023 333-206723 (Commission File Number) P.V. NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger St |
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| March 10, 2023 |
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 March 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 executi |
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| March 10, 2023 |
Exhibit 99.2 |
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| March 10, 2023 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 Dear Shareholder: You are cordially invited to attend a Special General Meeting (the “Meeting”) of the shareholders of P.V. Nano Cell Ltd. (the “Company”), to be held at 4:00 pm, Israel time, on Friday, April 14, 2023, at the Company’s offices at 8 Hamasger Street, Midgal Ha’Emek, Israel 2310102, or at any adjournmen |
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| March 8, 2023 |
6-K 1 ea174802-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 March 2023 333-206723 (Commission File Number) P.V. NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger St |
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| January 4, 2023 |
6-K 1 ea171150-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 January 2023 333-206723 (Commission File Number) P.V. NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger |
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| December 23, 2022 |
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 2022 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 exec |
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| November 29, 2022 |
Exhibit 99.2 P.V. NANO CELL LTD. 8 Hamasger St., Migdal Ha?Emek Israel 2310102 Annual General Meeting of Shareholders December 15, 2022 |
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| November 29, 2022 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 Notice is hereby given to the holders of ordinary shares, par value NIS 0.01 per share (the ?Ordinary Shares?) of P.V. Nano Cell Ltd. (the ?Company?) in connection with the solicitation by the board of directors (the ?Board?) of proxies for use at the annual general meeting of shareholders (the ?Meeting?), to be held |
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| November 29, 2022 |
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 November 2022 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 exec |
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| November 23, 2022 |
6-K 1 ea169127-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 November 2022 333-206723 (Commission File Number) P.V. NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger |
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| July 19, 2022 |
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 July 2022 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 executi |
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| June 21, 2022 |
Letter of Engagement dated May 18, 2022, between P.V. Nano Cell Ltd and David Boas. Exhibit 4.27 May 18, 2022 By Email David Boas Re: Letter of Engagement This is to confirm your compensation and related matters for service on the board of directors (the ?Board?) of PV Nano Cell Ltd. (the ?Company?). The Company hereby notifies you of the following terms applicable to you. Our Compensation Committee and the Board have approved the award to you of options under the Company?s 2010 |
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| June 21, 2022 |
Exhibit 12.1 CERTIFICATIONS I, Ran Eisenberg, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| June 21, 2022 |
Letter of Engagement dated May 18, 2022, between P.V. Nano Cell Ltd and Ofer Greenberger. Exhibit 4.26 May 18, 2022 By Email Ofer Greenberger Re: Letter of Engagement This is to confirm your compensation and related matters for service on the board of directors (the ?Board?) of PV Nano Cell Ltd. (the ?Company?). The Company hereby notifies you of the following terms applicable to you. Our Compensation Committee and the Board have approved the award to you of options under the Company?s |
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| June 21, 2022 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2021; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| June 21, 2022 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the ?Company?) on Form 20-F for the period ending December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), the undersigned hereby certify that to the best of |
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| May 19, 2022 |
6-K 1 ea160313-6kneuroone.htm 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 May 2022 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 |
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| May 16, 2022 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| May 16, 2022 |
Active Chairman Agreement dated April 19, .2020 between P.V. Nano Cell Ltd. and Exoro Ltd. Exhibit 4.31 Active Chairman Agreement This Active Chairman Agreement (?Agreement?), is made effective as of April 19, 2020 (?Effective Date?) by and between: P.V. Nano Cell Ltd., Israeli Company Number 514287093, with its head office located at 8 HaMasger Street, Migdal Haemek, POB 236, 23100, Israel (the ?PVN?); and Exoro Ltd, Israeli Company Number 516151875 with its head office located at 17 A |
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| May 16, 2022 |
Exhibit 4.29 LOAN CONVERSION AND WARRANT CANCELLATION AGREEMENT This LOAN CONVERSION AND WARRANT CANCELLATION AGREEMENT (the ?Agreement?) is made as of by and between P.V. NANO CELL LTD., a company formed under the laws of the State of Israel with executive offices at 8 Hamasger Street, Migdal Haemek, Israel ( ?Company? or ?PV Nano?) and . BACKGROUND WHEREAS, at the annual meeting of the sharehold |
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| May 16, 2022 |
Exhibit 4.30 SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Agreement?) has been executed by the purchaser set forth on the signature page hereof (the ?Purchaser?) in connection with the private placement offering (the ?Offering?) by P.V. Nano Cell Ltd., a company formed under the laws of the State of Israel (the ?Company?). R E C I T A L S A. The Company is offering to qualified accred |
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| May 16, 2022 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2020; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| May 16, 2022 |
Consultancy Agreement, dated June 1, 2021, by and between P.V. Nano Cell Ltd. and Ran Eisenberg Exhibit 4.28 Consultancy Agreement This Consultancy Agreement (?Agreement?), is made effective as of June 1st, 2021 (?Effective Date?) by and between: P.V. Nano Cell Ltd., Israeli Company Number 514287093, with its head office located at 8 HaMasger Street, Migdal Haemek, POB 236, 2310102, Israel (the ?Company?); and Ran Eisenberg, I.D Number 003855012, residing at 7 Benayahu st., Tel Aviv, Israel |
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| May 16, 2022 |
Exhibit 12.1 CERTIFICATIONS I, Ran Eisenberg, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2020; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| April 11, 2022 |
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 April 2022 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 execut |
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| March 23, 2022 |
6-K 1 ea157092-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 March 2022 333-206723 (Commission File Number) P.V NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger Str |
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| March 23, 2022 |
Exhibit 99.2 P.V. NANO CELL LTD. 8 Hamasger St., Migdal Ha?Emek Israel 310102 Special General Meeting of Shareholders APRIL 7, 2022 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY?S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTA |
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| March 23, 2022 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 Dear Shareholder: You are cordially invited to attend a Special General Meeting (the ?Meeting?) of the shareholders of P.V. Nano Cell Ltd. (the ?Company?), to be held at 16:00, Israel time, on April 7, 2022, at the Company?s offices at 8 Hamasger Street, Midgal Ha?Emek, Israel 2310102, or at any adjournments thereof. |
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| February 23, 2022 |
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 February 2022 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 exe |
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| September 23, 2021 |
6-K 1 ea147814-6kpvnano.htm REPORT OF FOREIGN PRIVATE ISSUER 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 September 2021 333-206723 (Commission File Number) P.V. NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger St |
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| August 11, 2021 |
6-K 1 ea145481-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 August 2021 333-206723 (Commission File Number) P.V NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger St |
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| August 11, 2021 |
Exhibit 99.2 P.V. NANO CELL LTD. 8 Hamasger St., Migdal Ha?Emek Israel 2310102 Annual General Meeting of Shareholders SEPTEMBER 19, 2021 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY?S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRE |
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| August 11, 2021 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 Dear Shareholder: You are cordially invited to attend the annual general meeting (the ?Meeting?) of the shareholders of P.V. Nano Cell Ltd. (the ?Company?), to be held on September 19, 2021, beginning at 4:00 PM, Israel time (9:00 AM EST), at the offices of the Company at 8 Hamasger Street, Midgal Ha?Emek, Israel 231 |
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| June 10, 2021 |
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 June 2021 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal e |
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| May 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-206723 CUSIP NUMBER M8179K (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2020 ☐ Transition Repor |
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| April 29, 2021 |
Exhibit 4.10 UNOFFICIAL TRANSLATION FROM THE HEBREW ORIGINAL FIRST AMENDMENT TO THE COMPANY?S 2010 OPTION PLAN EFFECTIVE FROM OCTOBER 13, 2020 Section 13.1 of the Company?s 2010 Option Plan (the ?Plan?) shall be replaced as follows: ?13.1 The Plan shall terminate 20 years after its approval by the directors.? The other sections of the Plan remain unchanged. |
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| April 29, 2021 |
20-F 1 f20f2019pvnanocellltd.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTI |
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| April 29, 2021 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2019; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| April 29, 2021 |
Exhibit 12.1 CERTIFICATIONS I, Fernando de la Vega, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd. for the year ended December 31, 2019; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen |
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| April 29, 2021 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the ?Company?) on Form 20-F for the period ending December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), the undersigned hereby certify that to the best of |
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| December 30, 2020 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 2020 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 exe |
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| December 1, 2020 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 6-K 1 ea130735-6kpvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 2020 333-206723 (Commission File Number) P.V NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger |
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| December 1, 2020 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek Israel 2310102 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek Israel 2310102 December 1, 2020 Dear Shareholder: You are cordially invited to attend the annual general meeting (the “Meeting”) of the shareholders of P.V. Nano Cell Ltd. (the “Company”), to be held on Monday, December 28, 2020, beginning at 4:00 PM, Israel time (9:00 AM ET), at the offices of the Company at 8 Hamasger Street, Migd |
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| December 1, 2020 |
EX-99.2 3 ea130735ex99-2pvnano.htm PROXY CARD TO BE USED WITH RESPECT TO THE COMPANY'S ANNUAL GENERAL MEETING OF THE SHAREHOLDERS TO BE HELD ON DECEMBER 28, 2020 Exhibit 99.2 P.V. NANO CELL LTD. 8 Hamasger St., Migdal Ha'Emek Israel 310102 Annual General Meeting of Shareholders DECEMBER 28, 2020 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND |
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| November 24, 2020 |
Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek Israel 2310102 NOTICE OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS To be held on Monday, December 28, 2020 Notice is hereby given to the holders of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”) of P.V. Nano Cell Ltd. (the “Company”) in connection with the solicitation by the board of directors (the “Board”) o |
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| November 24, 2020 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 November 2020 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 exec |
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| May 5, 2020 |
PV Nano Cell Appoints Mr. Dov Farkash as its New Active Chairman of the Board. EX-99.1 2 ea121391ex99-1pvnano.htm PV NANO CELL APPOINTS MR. DOV FARKASH AS ITS NEW ACTIVE CHAIRMAN OF THE BOARD Exhibit 99.1 PV Nano Cell Appoints Mr. Dov Farkash as its New Active Chairman of the Board. Tuesday, April 21, 2020 MIGDAL HA’EMEK, ISRAEL Tuesday, April 23, 2020 / PV Nano Cell, Ltd. (OTC: PVNNF) (“PV Nano Cell” or the “Company”), an innovative provider of inkjet-based conductive digit |
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| May 5, 2020 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 May 2020 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal ex |
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| September 26, 2019 |
P.V. NANO CELL LTD. PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 8, 2019 Filed Pursuant to Rule 424(b)(3) Registration No.: 333-232379 September 26, 2019 P.V. NANO CELL LTD. PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 8, 2019 This prospectus supplement supplements our prospectus dated July 8, 2019, relating to the resale, from time to time, by the selling shareholders named herein, or their pledgees, donees, transferees, or other successors in interest, of up to an |
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| September 26, 2019 |
Exhibit 99.2 PV Nano Cell Ltd. Operating and Financial Review as of June 30, 2019, and for the six months then ended The information contained in this section should be read in conjunction with (1) our unaudited interim condensed consolidated financial statements as of June 30, 2019, and for the six months then ended and related notes included in this report and (2) our audited consolidated financ |
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| September 26, 2019 |
EX-99.1 2 f6k092619ex99-1pvnanocell.htm THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF P.V. NANO CELL LTD Exhibit 99.1 P.V. NANO CELL LTD. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2019 IN U.S. DOLLARS INDEX Page Condensed Consolidated Interim Balance Sheets F-2 Condensed Consolidated Interim Statements of Operations F-3 Condensed Consolida |
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| September 26, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 September 2019 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 ex |
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| September 12, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 September 2019 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 ex |
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| August 28, 2019 |
Exhibit 99.2 Exhibit B Indemnification Agreement THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 20, is entered into by and between P.V. Nano Cell Ltd., an Israeli company whose address is 8 Hamasger Street Migdal Ha’Emek, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page attached hereto (the “Indemnitee”). WHERE |
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| August 28, 2019 |
Exhibit 99.1 Exhibit A COMPENSATION POLICY P.V. NANO CELL LTD. Compensation Policy for Executive Officers and Directors (As adopted by the shareholders on August , 2019) Table of Contents Page A. Overview and Objectives 3 B. Base Salary and Benefits 4 C. Cash Bonuses 5 D. Equity Based Compensation 8 E. Retirement and Termination of Service Arrangements 9 F. Exculpation, Indemnification and Insuran |
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| August 28, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 6-K 1 f6k082819pvnanocell.htm REPORT OF FOREIGN PRIVATE ISSUER 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 August 2019 333-206723 (Commission File Number) P.V NANO CELL LTD. (Translation of registrant’s name into English) 8 Hamasger Stre |
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| August 12, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K - Current Report of Foreign Issuer - CURRENT REPORT 6-K 1 f6k081119pvnanocellltd.htm CURRENT REPORT 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 August 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migd |
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| August 12, 2019 |
Exhibit 99.1 August 7, 2019 PV Nano Cell’s SicrysTM Ink Delivers Outstanding Performance in Multiple Researches MIGDAL HA’EMEK, Israel, Aug. 07, 2019 (GLOBE NEWSWIRE) - PV Nano Cell Ltd. (OTCQB:PVVNF), (the “Company”), an innovative provider of inkjet-based digital printing solutions and producer of SicrysTM single-crystal, metal nano-metric based products and conductive digital inks, and the Frau |
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| August 8, 2019 |
Exhibit 99.2 |
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| August 8, 2019 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek Israel 2310102 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek Israel 2310102 August 8, 2019 Dear Shareholder: You are cordially invited to attend the annual general meeting (the “Meeting”) of the shareholders of P.V. Nano Cell Ltd. (the “Company”), to be held on Thursday, September 12, 2019, beginning at 4:00 PM, Israel time (9:00 AM ET), at the offices of the Company at 8 Hamasger Street, Mig |
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| August 8, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 August 2019 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 execu |
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| July 17, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K - Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER 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 July 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal e |
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| July 8, 2019 |
85,943,781 Ordinary Shares NIS 0.01 Per Share Filed pursuant to Rule 424(b)(3) Registration No. 333-232379 PROSPECTUS 85,943,781 Ordinary Shares NIS 0.01 Per Share This prospectus relates to the resale, from time to time, by the selling shareholders named herein, or their pledgees, donees, transferees, or other successors in interest, of up to an aggregate of 85,943,781 ordinary shares of P.V. Nano Cell Ltd., or PV Nano, consisting of the var |
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| July 2, 2019 |
PVNNF / PV Nano Cell Ltd. CORRESP - - P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 July 2, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Office of Manufacturing and Construction Re: P.V. Nano Cell Ltd. Registration Statement on Form F-1 Filed on June 27, 2019 File No. 333-232379 Ladies and Gentlemen: Pursuant to Rule 461 un |
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| June 27, 2019 |
As filed with the Securities and Exchange Commission on June 27, 2019 Registration No. |
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| May 15, 2019 |
Form of Warrant by and between P.V. Nano Cell Ltd. and GTRIMG Investments dated October 10, 2018 Exhibit 4.24 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF COUNSEL IN |
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| May 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 15, 2019 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t |
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| May 15, 2019 |
Exhibit 12.1 CERTIFICATIONS I, Fernando de la Vega, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| May 15, 2019 |
Form of Share Purchase Agreement by and between P.V. Nano Cell Ltd. and Certain Investors Exhibit 4.26 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of [●] by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”) and[●], ID No. [●] (“Investor”). WHEREAS The Company wishes to raise capital of up to US$[●] by mea |
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| May 15, 2019 |
Exhibit 4.23 THIS CONVERTIBLE LOAN AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF |
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| May 15, 2019 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| May 15, 2019 |
Exhibit 4.25 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF COUNSEL IN |
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| May 15, 2019 |
P.V. Nano Cell Ltd. 2010 Option Plan (unofficial English translation from Hebrew original) Exhibit 4.11 [English Translation of the an original Hebrew Document] P.V. NANO CELL LTD. 2010 OPTION PLAN 1. NAME This plan, as amended from time to time, shall be known as the P.V. Nano Cell Ltd. 2010 Option Plan (the “Plan”). 2. PURPOSE The purpose and intent of the Plan is to serve as an incentive to attract new employees, directors, consultants and service providers, and to retain in the empl |
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| May 15, 2019 |
Form of Convertible Loan Agreement by and between P.V. Nano Cell Ltd. and Certain Investors EX-4.27 7 f20f2018ex4-27pvnano.htm FORM OF CONVERTIBLE LOAN AGREEMENT BY AND BETWEEN P.V. NANO CELL LTD. AND CERTAIN INVESTORS Exhibit 4.27 THIS CONVERTIBLE LOAN AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THE |
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| May 1, 2019 |
PVNNF / PV Nano Cell Ltd. NT 20-F NOTIFICATION OF LATE FILING NT 20-F 1 extf20f2018pvnanocell.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-206723 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F |
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| April 26, 2019 |
PV Nano Cell Sign Agreement with Allen Woods & Exhibit 99.1 April 22, 2019 PV Nano Cell Sign Agreement with Allen Woods & Associates for U.S. Sales and Distribution MIGDAL HA’EMEK, ISRAEL, April 22, 2019 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE – PV Nano Cell Ltd. (OTCQB: PVVNF), (the “Company”), an innovative provider of inkjet-based digital printing solutions and producer of single-crystal, metal nano-metric based products and conductive digital |
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| April 26, 2019 |
PVNNF / PV Nano Cell Ltd. 6-K (Current Report of Foreign Issuer) REPORT OF FOREIGN PRIVATE ISSUER 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 April 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| April 25, 2019 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 April 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| April 3, 2019 |
PV Nano Cell shares insights following best ever exhibition at LOPEC 2019 Exhibit 99.1 PV Nano Cell shares insights following best ever exhibition at LOPEC 2019 April 1st, 2019 MIGDAL HA’EMEK, ISRAEL April 1st 2019 / PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), an innovative producer of conductive digital inks and provider of inkjet-based digital printing solutions, today announced its successful exhibition at LOPEC 2019, the leading event for Pr |
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| April 3, 2019 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 April 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| March 18, 2019 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 March 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| February 4, 2019 |
Exhibit 99.1 January 31, 2019 PV Nano Cell’s Sicrys Has Best Year Ever in 2018 and Anticipates Continued Growth in 2019 From the Desk of the CEO MIGDAL HA’EMEK, ISRAEL, Jan. 31, 2019 (GLOBE NEWSWIRE) – via NEWMEDIAWIRE - PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), the manufacturer of state-of-the-art Sicrys™ conductive inks (silver and copper) portfolio, designed to meet a |
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| February 4, 2019 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 February 2019 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| December 20, 2018 |
Exhibit 99.1 December 17, 2018 PV Nano Cell Sicrys Big Success IDTechEx Show Tradeshow Focused on Emerging Technologies Held in Santa Clara, CA USA November 14th – 15th 2018 MIGDAL HA’EMEK, ISRAEL, Dec. 17, 2018 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE – PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), an innovative producer of conductive Sicrys digital inks and dispersions, for pri |
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| December 20, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| December 10, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| November 8, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 November 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| November 8, 2018 |
PV Nano Cell Issues Shareholder Update Letter Exhibit 99.1 PV Nano Cell Issues Shareholder Update Letter MIGDAL HA’EMEK, ISRAEL (Accesswire) – November 7, 2018: PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), an innovative producer of conductive Sicrys digital inks and dispersions, for printed electronics and 3D inkjet printing, today announced the issuance of the following shareholder letter from its Chairman and Chief E |
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| November 8, 2018 |
Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Exhibit 99.2 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy and log-on using the below control number. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and email it to [email protected] VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE BY FAX Mark, sign and date your p |
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| November 8, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 November 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| November 8, 2018 |
P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Tel. +972-4-6546881 Exhibit 99.1 P.V. NANO CELL LTD. 8 Hamasger Street Migdal Ha’Emek, Israel Tel. +972-4-6546881 Dear Shareholder: On October 23, 2018, P.V. Nano Cell Ltd. (the “Company”) announced a Special General Meeting of shareholders of the Company to be held on November 29, 2018 (the “Meeting”), and mailed the proxy materials for the Meeting to its shareholders. Due to a technical error, the Company has not i |
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| November 1, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 November 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| November 1, 2018 |
PV Nano Cell Entered into a $1 Million Convertible Loan Agreement Exhibit 99.1 November 1, 2018 PV Nano Cell Entered into a $1 Million Convertible Loan Agreement Provides Capital to Deliver Upon Growth Opportunities MIGDAL HA'EMEK, ISRAEL / ACCESSWIRE /November 1, 2018 / PV Nano Cell, Ltd. (OTCQB: PVNNF) ("PV Nano Cell" or the "Company"), an innovative producer of conductive Sicrys digital inks and dispersions, for printed electronics and 3D inkjet printing, tod |
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| October 30, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 October 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principa |
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| October 30, 2018 |
Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Exhibit 99.2 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy and log-on using the below control number. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and email it to [email protected] VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE BY FAX Mark, sign and date your p |
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| October 30, 2018 |
P.V. NANO CELL LTD. ANNOUNCES NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS Exhibit 99.1 P.V. NANO CELL LTD. ANNOUNCES NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS Migdal Ha’Emek, Israel, October 23, 2018 – P.V. Nano Cell Ltd. (QTCQB:PVNNF) announced today that a Special General Meeting of Shareholders (the “Meeting”) of P.V. Nano Cell Ltd. (the “Company”) will be held on November 29, 2018, at 4:00 p.m. (Israel time), at the offices of the Company, 8 Hamasger Street |
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| October 25, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 October 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principa |
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| October 25, 2018 |
PV Nano Cell Sicrys to Launch the First Printer for Printed Electronics at IDTechEx Show Exhibit 99.1 October 24, 2018 PV Nano Cell Sicrys to Launch the First Printer for Printed Electronics at IDTechEx Show Tradeshow Focused on Emerging Technologies to be held in Santa Clara, California on November 14 – 15 MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE /October 24, 2018 / PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), an innovative producer of conductive Sicrys digital ink |
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| October 25, 2018 |
Exhibit 99.1 October 9, 2018 PV Nano Cell Sicrys Silver Nano Particles Selected by Ferro’s Dip-Tech to Target the Automotive Industry Digital Printer Solution to be Demonstrated at glasstec in October in Dusseldorf MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / October 9, 2018 /PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), an innovative producer of conductive Sicrys digital inks and |
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| October 25, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 October 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principa |
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| October 25, 2018 |
WARRANT TO PURCHASE ORDINARY SHARES Exhibit 3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. |
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| October 25, 2018 |
WARRANT TO PURCHASE ORDINARY SHARES Exhibit 2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. |
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| October 25, 2018 |
Exhibit 4 Joint Filing Agreement Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D, including any amendments thereto. |
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| October 25, 2018 |
PVNNF / PV Nano Cell Ltd. / Gtrimg Investments Ltd. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 P.V. Nano Cell Ltd. (Name of Issuer) Ordinary Shares, Par value NIS 0.01 Per Share (Title of Class of Securities) M8179K109 (CUSIP Number) Dr. Fernando de la Vega Chief Executive Officer and Chairman 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 Tel: 972.4.654.6881 Fax: |
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| October 25, 2018 |
Exhibit 1 THIS CONVERTIBLE LOAN AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. |
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| October 23, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 October 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principa |
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| October 23, 2018 |
Exhibit 10.1 THIS CONVERTIBLE LOAN AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF |
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| October 23, 2018 |
Second Form of Warrant issued to GTRIMG Investments Ltd. Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF COUNSEL IN A |
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| October 23, 2018 |
First Form of Warrant issued to GTRIMG Investments Ltd. Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERTO OR AN OPINION OF COUNSEL IN A |
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| September 13, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 September 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princi |
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| September 13, 2018 |
PV Nano Cell and Filgen, Japan Sign a Sales and Marketing Cooperation Exhibit 99.1 September 12, 2018 PV Nano Cell and Filgen, Japan Sign a Sales and Marketing Cooperation MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / September 12, 2018 /PV Nano Cell Ltd. (OTCQB: PVVNF), an innovative producer of single-crystal, metal nano metric based products and conductive digital inks which are also suitable for 3D printing, and Filgen, a leading materials supplier company in Japan, ann |
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| August 16, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 August 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| August 16, 2018 |
Exhibit 99.1 August 14, 2018 PV Nano Cell’s Sicrys Inks Enable Development of New Printing Technologies MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / August 14, 2018 /PV Nano Cell Ltd. or the “Company” (OTCQB: PVNNF), an innovative producer of single-crystal, nano metric based, metal products and conductive digital inks, which are also suitable for 3D printing, announced the European Commission (EC) Horiz |
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| August 10, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 August 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| August 10, 2018 |
PV Nano Cell Announces Additional Japanese Patent Granted Related to Sicrys Silver Inks Exhibit 99.1 PV Nano Cell Announces Additional Japanese Patent Granted Related to Sicrys Silver Inks MIGDAL HA’EMEK, ISRAEL (August 8th, 2018) – PV Nano Cell Ltd. or the “Company” (OTCQB: PVNNF), an innovative producer of single-crystal, metal nano metric based products and conductive digital inks which are also suitable for 3D printing, announced today that it has been granted an additional (seco |
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| August 9, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 August 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| August 9, 2018 |
PV Nano Cell Fact Sheet August 2018. EX-99.1 2 f6k080918ex99-1pvnano.htm PV NANO CELL FACT SHEET AUGUST 2018 Exhibit 99.1 |
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| July 25, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 July 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal e |
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| July 25, 2018 |
PV Nano Cell Contracts Investor Exhibit 99.1 July 24, 2018 PV Nano Cell Contracts Investor Relations Services MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / July 24, 2018 / PV Nano Cell Ltd. or the “Company” (OTCQB: PVNNF), an innovative producer of single-crystal, metal nano metric based products and conductive digital inks which are also suitable for 3D printing, signed a supply agreement with Merck, a leading science and technology co |
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| July 2, 2018 |
PV Nano Cell and Merck Sign a Supply Exhibit 99.1 July 2, 2018 PV Nano Cell and Merck Sign a Supply Agreement for Sicrys - Validating Merck’s Attempt for Using Single Crystal Metal Particles - Business Expected to Start in Q3 2018 MIGDAL HA’EMEK, ISRAEL / ACCESSWIRE / July 2, 2018 /PV Nano Cell Ltd. (OTCQB: PVNNF), an innovative producer of single-crystal, metal nano metric based products and conductive digital inks which are also su |
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| July 2, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 July 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal e |
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| May 15, 2018 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| May 15, 2018 |
Exhibit 4.20 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, t |
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| May 15, 2018 |
Exhibit 12.2 CERTIFICATIONS I, Evyatar Cohen, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t |
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| May 15, 2018 |
PVNNF / PV Nano Cell Ltd. ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 15, 2018 |
Exhibit 12.1 CERTIFICATIONS I, Fernando de la Vega, certify that: 1. I have reviewed this annual report on Form 20-F of P.V. Nano Cell Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| May 15, 2018 |
Exhibit 4.19 SUPPLEMENT TO SHARE PURCHASE AGREEMENT DATED DECEMBER 27 2017 ("Original SPA") THIS SUPPLEMENT TO THE ORIGINAL SPA (this "Supplement") is made as of January 3, 2018 by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the "Company") and Jet CU P.C.B Ltd. (“In |
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| May 15, 2018 |
Warrant executed in favor of Amnon Mendelbaum and Steven Zadka Exhibit 4.24 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| May 15, 2018 |
Consultancy Agreement, dated November 12, 2017, by and between P.V. Nano Cell Ltd. and Evyatar Cohen Exhibit 4.26 Consultancy Agreement This Consultancy Agreement (“Agreement”), is made effective as of November 12, 2017 (“Effective Date”) by and between: P.V. Nano Cell Ltd., Israeli Company Number 514287093, with its head office located at 8 HaMasger Street, Migdal Haemek, POB 236, 23100, Israel (the “Company”); and Evyatar Cohen, I.D Number 025104464 (certified dealer השרiמ קסii7), residing at 1 |
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| May 15, 2018 |
Exhibit 4.21 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, |
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| May 15, 2018 |
Share Purchase Agreement, dated May 8, 2018, by and between P.V. Nano Cell Ltd. and Slobel NV Exhibit 4.25 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of May 8th , 2018 by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”) and Slobel. (“Investor”). The Parties hereby agree as follows: 1. The Company wishes to |
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| May 15, 2018 |
Exhibit 4.27 Employment Agreement By and Between: P.V. NanoCell Ltd., of Hamasger St 8, Migdal Ha’emek (the “Company”); and Eyal Shpilberg, I.D. 055970172 of Rimon 7, Shoham, Israel (the “Employee”). 1. Employment Agreement 1.1 The parties confirm that as of September 10th, 2017 (the “Effective Date”), the Employee shall be a full time employee of the Company, under the terms herein. The position |
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| May 15, 2018 |
Exhibit 4.22 Dr. Amnon Mandelbaum- President Telephone (212) 421-1616 , Facsimile (212) 750-7277 Dr. Fernando de la Vega CEO PV Nano Cell Ltd. 8 Hamster Street Migdal HaEmek 2310 I 02 Israel FINANCIAL ADVISORY AGREEMENT Dear Nando: This agreement (“Agreement”) is made and entered into this January 9, 2017, between Sunrise Securities LLC (hereafter “Sunrise”) and PV Nano cell Ltd. (together with al |
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| May 15, 2018 |
Exhibit 4.18 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of December 27, 2017 by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”) and Jet CU P.C.B Ltd. (“Investor” or “Jet CU” respectively). The Parties hereby agree |
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| May 15, 2018 |
Exhibit 4.17 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made and entered into as of December 3, 2017, by and among PV Nano Cell Ltd., an Israeli Company (the “Purchaser”), Digiflex Ltd., an Israeli company (the “Company”), the stockholders of the Company as set forth on the signature pages to this Agreement (collectively, the “Stockholders” and, individually, a “Stockholder” and tog |
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| May 15, 2018 |
Exhibit 4.23 |
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| April 30, 2018 |
PVNNF / PV Nano Cell Ltd. NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-206723 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10- |
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| April 16, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 April 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| April 16, 2018 |
PVN presentation dated April, 2018 Exhibit 99.1 |
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| March 12, 2018 |
PVNNF / PV Nano Cell Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 March 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of principal |
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| March 12, 2018 |
Exhibit 99.1 PV Nano Cell’s DigiFlex Awarded R&D Grant for its SINTERINK Project $570,000 Grant from the Prestigious Eurostars Entity to Develop 3D Printer with Laser Sintering Capability MIGDAL HA’EMEK, ISRAEL (Accesswire) – March 12, 2018: PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or the “Company”), an innovative producer of conductive digital inks also suitable for 3D printing, today an |
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| February 27, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 February 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| February 27, 2018 |
Exhibit 99.1 PV Nano Cell Signs a Breakthrough Commercial Contract with a World Leading Digital Printer Manufacturer Expected to Generate Initial Revenues of Over $700,000 of Sicrys™ Inks and Dispersions Revenue Growing Sales Pipeline of Additional Applications and Revenue Opportunities MIGDAL HA’EMEK, ISRAEL (Accesswire) – February 27, 2018: PV Nano Cell, Ltd. (OTCQB: PVNNF) (“PV Nano Cell” or th |
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| January 24, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 January 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principa |
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| January 24, 2018 |
Exhibit 99.1 PV Nano Cell is Targeting Commercial Opportunities in Printed Electronics Printed Electronics Razor/Razor Blade Business Model with SicrysTM Inks MIGDAL HA?EMEK, ISRAEL (Accesswire) ? January 22, 2018: PV Nano Cell, Ltd. (OTCQB: PVNNF) (?PV Nano Cell? or the ?Company?), an innovative producer of conductive digital inks, announced today, in cooperation with its partner CPC Solutions Lt |
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| January 16, 2018 |
Exhibit 10.1 |
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| January 16, 2018 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 January 2018 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principa |
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| January 16, 2018 |
Exhibit 10.2 |
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| December 14, 2017 |
Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made and entered into as of December 3, 2017, by and among PV Nano Cell Ltd., an Israeli Company (the ?Purchaser?), Digiflex Ltd., an Israeli company (the ?Company?), the stockholders of the Company as set forth on the signature pages to this Agreement (collectively, the ?Stockholders? and, individually, a ?Stockholder? and tog |
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| December 14, 2017 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of princip |
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| December 7, 2017 |
Exhibit 99.1 PV Nano Cell Demonstrated its Integrated Printer Solution for Printed Electronics at IDTechEx Show Tradeshow Focused on Emerging Technologies Active Follow-Up on 100+ Leads for New Business MIGDAL HA?EMEK, ISRAEL (PRNewswire) ? December 6, 2017: PV Nano Cell, Ltd. (OTCQB: PVNNF) (?PV Nano Cell? or the ?Company?), an innovative producer of conductive digital inks, today announced its s |
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| December 7, 2017 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha’Emek, Israel 2310102 (Address of princip |
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| November 22, 2017 |
P.V. NANO CELL LTD. ANNOUNCES NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Exhibit 99.1 P.V. NANO CELL LTD. ANNOUNCES NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Migdal Ha?Emek, Israel, November 23, 2017, 2017 ? P.V. Nano Cell Ltd. (QTCQB:PVNNF) announced today that an Annual General Meeting of Shareholders (the ?Meeting?) of P.V. Nano Cell Ltd. (the ?Company?) will be held on Thursday, December 28, 2017, at 4:00 p.m. (Israel time), at the offices of the Company, 8 |
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| November 22, 2017 |
PVNNF / PV Nano Cell Ltd. REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 November 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of princip |
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| August 22, 2017 |
Ordinary Share Purchase Warrant dated August 16, 2017 in favor of Alpha Capital Anstalt Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 22, 2017 |
EX-10.1 2 f6k082117ex10-1pvnano.htm SECURITIES PURCHASE AGREEMENT DATED AUGUST 16, 2017 BY AND BETWEEN P.V. NANO CELL LTD. AND EACH PURCHASER IDENTIFIED ON THE SIGNATURE PAGES THERETO Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2017, between P.V. Nano Cell Ltd., a corporation formed under the laws of the State of Israel |
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| August 22, 2017 |
Convertible Note dated August 16, 2017 issued by P.V. Nano Cell Ltd. to Alpha Capital Anstalt Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| August 22, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 August 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal |
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| June 21, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 June 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal e |
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| June 21, 2017 |
PV Nano Cell and Merck Enter Cooperation for Development of Applications Utilizing Conductive Ink Exhibit 99.1 PV Nano Cell and Merck Enter Cooperation for Development of Applications Utilizing Conductive Ink ? Long-term strategy for using single-crystal metal particles ? Technology will be used in diverse technology applications of Merck MIGDAL HA?EMEK, ISRAEL (June 20, 2017) ? PV Nano Cell Ltd. (OTCQB: PVNNF), an innovative producer of conductive digital inks, is entering a cooperation with |
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| May 24, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 May 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal ex |
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| May 24, 2017 |
PV Nano Cell Announces Japanese Exhibit 99.1 May 18, 2017 PV Nano Cell Announces Japanese Patent Granted Related to SicrysTM Silver Inks MIGDAL HA?EMEK, Israel, May 18, 2017 /PRNewswire/ - PV Nano Cell (OTCQB: PVNNF), an innovative producer of single-crystal, metal nanometric based conductive digital inks, announced today that the Japanese Patent Office (JPO) has granted its silver nano particles patent1. ?Japan represents one o |
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| May 16, 2017 |
Exhibit 12.1 CERTIFICATION I, Fernando de la Vega, certify that: 1. I have reviewed this Annual Report on Form 20-F of P.V. Nano Cell Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp |
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| May 16, 2017 |
Exhibit 10.22 Employment Agreement By and Between: P.V. NanoCell Ltd., of Hamasger St 8, Migdal Ha’emek (the “Company”); and Adva Bar-On, I.D. 055336010 of Habrosh 73, Ezer (the “Employee”). 1. Employment Agreement 1.1 The parties confirm that as of15th of March, 2016 (the “Effective Date”), the Employee shall be a full time employee of the Company, under the terms herein. The position of the Empl |
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| May 16, 2017 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☐ SH |
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| May 16, 2017 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| May 1, 2017 |
PV Nano Cell NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-206723 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10- |
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| March 23, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 March 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal |
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| March 23, 2017 |
PV Nano Cell Announce Cooperation with Meyer Burger for Advancements in Printed Electronics Exhibit 99.1 PV Nano Cell Announce Cooperation with Meyer Burger for Advancements in Printed Electronics MIGDAL HA?EMEK, ISRAEL (March 22, 2017) ? PV Nano Cell Ltd. (OTCQB: PVNNF), an innovative producer of single-crystal, metal nanometric based conductive digital inks, today announced they are cooperating with Meyer Burger, a leading global technology company specializing in innovative electronic |
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| March 3, 2017 |
Exhibit 99.1 |
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| March 3, 2017 |
Exhibit 99.2 |
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| March 3, 2017 |
EX-99.3 4 f6k030317ex99iiipvnano.htm DIGIFLEX PRESENTATION - FEBRUARY 2017 Exhibit 99.3 |
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| March 3, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 March 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal |
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| February 24, 2017 |
PVNNF / PV Nano Cell Ltd. / Klein Eli - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PVnanocell Ltd. Common M8179K109 02/23/2017 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c) ☐ Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting per |
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| February 14, 2017 |
PV Nano Cell Signs LOI for the $10M Acquisition of Digital Printer Manufacturer, DigiFlex Exhibit 99.1 PV Nano Cell Signs LOI for the $10M Acquisition of Digital Printer Manufacturer, DigiFlex MIGDAL HA'EMEK, Israel, Feb. 13, 2017 /PRNewswire/ - PV Nano Cell Ltd. (OTCQB: PVNNF), an innovative producer of single-crystal, metal nanometric based conductive digital inks, announced today that the Company signed an LOI to acquire all of the outstanding shares of DigiFlex Ltd., which develops |
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| February 14, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 February 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of princip |
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| February 1, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 January 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principa |
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| February 1, 2017 |
PV Nano Cell Announces U.S. Patent Granted Related to Sicrys™ Silver Inks Exhibit 99.1 PV Nano Cell Announces U.S. Patent Granted Related to Sicrys? Silver Inks MIGDAL HA?EMEK, ISRAEL (January 31, 2017) ? PV Nano Cell (OTCQB: PVNNF), an innovative producer of single-crystal, metal nanometric based conductive digital inks, announced today that the U.S. Patent and Trademark Office has granted its silver nano particles patent1. ?Receiving the U.S. Patent and Trademark Offi |
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| January 23, 2017 |
PV Nano Cell Secures DTC Eligibility Effective January 19, 2017 Exhibit 99.1 PV Nano Cell Secures DTC Eligibility Effective January 19, 2017 MIGDAL HA?EMEK, ISRAEL (January 23, 2017) ? PV Nano Cell (OTCQB: PVNNF), an innovative producer of single-crystal, metal nanometric based conductive digital inks, announced today that the Depository Trust Company (DTC) has approved the Company?s eligibility application for its shares on the OTC, effective January 19, 2017 |
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| January 23, 2017 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 January 2017 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principa |
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| December 19, 2016 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 2016 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of princip |
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| December 19, 2016 |
PV Nano Cell to Begin Trading Today on the OTCQB Market Exhibit 99.1 PV Nano Cell to Begin Trading Today on the OTCQB Market MIGDAL HA?EMEK, ISRAEL (December 15, 2016) ? PV Nano Cell (OTCQB: PVNNF), an innovative producer of single-crystal, metal nanometric based conductive digital inks, announced today that the Company's common stock has been upgraded and approved for trading on the OTCQB Market under the ticker symbol ?PVNNF?. The Company?s stock sta |
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| December 5, 2016 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☐ SH |
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| December 5, 2016 |
EX-10.22 3 f20f2015ex10xxiipvnanocell.htm SHARE PURCHASE AGREEMENT, DATED JULY 12, 2016, BY AND AMONG THE COMPANY AND THE INVESTORS PARTY THERETO Exhibit 10.22 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made as of July , 2016 by and among P.V. Nano Cell Ltd., a company incorporated under the laws of the State of Israel, with offices located at 8 Hamasger St., PO B |
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| December 5, 2016 |
Exhibit 10.16 Employment Agreement By and Between: P.V. NanoCell Ltd., of Hamasger St 8, Migdal Ha?emek (the ?Company?); and Zvi Lifschitz, I.D. 014355739 of 17 Hadera St. Petach-Tikva, Israel Zip 4972615 (the ?Employee?). 1. Employment Agreement 1.1 The parties confirm that as of Oct. 6th 2015 (the ?Effective Date?), the Employee shall be a full time employee of the Company, under the terms herei |
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| December 5, 2016 |
Exhibit 12.1 CERTIFICATION I, Fernando de la Vega, certify that: 1. I have reviewed this Annual Report on Form 20-F of P.V. Nano Cell Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp |
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| December 5, 2016 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of P.V. Nano Cell Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify that to the best of |
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| August 4, 2016 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 July 2016 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principal e |
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| May 2, 2016 |
PV Nano Cell NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-206723 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10- |
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| October 15, 2015 |
Exhibit 99.1 PV Nano Cell enters Memorandum of Understanding with Printed Circuit Boards Manufacturer to Use PV Nano Inks for the Mass Production of Printed Circuit Boards MIGDAL HA?EMEK, ISRAEL (October 15, 2015) ? PV Nano Cell, an innovative producer of single-crystal nanometric conductive digital inks, today announced that it has signed a Memorandum of Understanding (MOU) with a leading manufac |
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| October 15, 2015 |
PV Nano Cell REPORT OF FOREIGN PRIVATE ISSUER (Current Report of Foreign Issuer) 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 October 2015 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principa |
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| October 14, 2015 |
PV Nano Cell Announces Appointment of Zvika Lifschitz as Chief Financial Officer Exhibit 99.1 PV Nano Cell Announces Appointment of Zvika Lifschitz as Chief Financial Officer MIGDAL HA?EMEK, ISRAEL (October 13, 2015) ? PV Nano Cell, an innovative producer of single-crystal nanometric conductive digital inks, today announced the appointment of Zvika Lifschitz as chief financial officer. Dr.Fernando de la Vega, the CEO of the company, stated: "Zvika, the new CFO, is a valued exe |
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| October 14, 2015 |
PV Nano Cell CURRENT REPORT OF FOREIGN ISSUER (Current Report of Foreign Issuer) 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 October 2015 333-206723 (Commission File Number) P.V. Nano Cell Ltd. (Exact name of Registrant as specified in its charter) 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 (Address of principa |
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| October 1, 2015 |
424B3 1 f424b3093015pvnanocell.htm PROSPECTUS TO REGISTRATION STATEMENT PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-206723 3,925,176 Ordinary Shares This prospectus relates to the resale by the selling shareholders identified in this prospectus of (i) up to an aggregate of 1,933,520 ordinary shares, par value NIS 0.01 per share, or the Ordinary Shares, and (ii) up to an aggreg |
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| September 28, 2015 |
PV Nano Cell Ltd. 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 September 28, 2015 Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Attn: Melissa N. Rocha Re: P.V. Nano Cell Ltd. Registration Statement on Form F-1 File No. 333-206723 Dear Ms. Rocha: In accordance with Rule 461 under the Securities Act of 1933, as amended, PV Nano Cell Ltd. hereby requests acceleration |
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| September 22, 2015 |
As filed with the Securities and Exchange Commission on September 22, 2015 As filed with the Securities and Exchange Commission on September 22, 2015 Registration No. |
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| September 22, 2015 |
PV Nano Cell Ltd. 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 September 22, 2015 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Attn: Melissa N. Rocha Re: P.V. Nano Cell Ltd. Registration Statement on Form F-1 Submitted September 2, 2015 File No. 333-206723 Dear Ms. Rocha: On behalf of P.V. Nano Cell Ltd., an Israeli corporation (the |
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| September 22, 2015 |
Fourth Amended and Restated Articles of Association of P.V. Nano Cell Ltd. Exhibit 3.1 THE COMPANIES LAW, 5759-1999 A COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF P.V. NANO CELL LTD. Company Number 514287093 Interpretation; General 1. In these Fourth Amended and Restated Articles of Association, in addition to the terms defined elsewhere herein, unless the context requires otherwise the following terms shall have the respective meaning |
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| September 2, 2015 |
Exhibit 10.16 Employment Agreement By and Between: P.V. NanoCell Ltd., of Hamasger St 8, Migdal Ha’emek (the “Company”); and Norberto Grunstadt, I.D. 015101017 of Haarazim 40, Karmiel, Israel (the “Employee”). 1. Employment Agreement 1.1 The parties confirm that as of March 1, 2015 (the “Effective Date”), the Employee shall be a full time employee of the Company, under the terms herein. The positi |
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| September 2, 2015 |
Exhibit 10.21 Consultancy Agreement This Consultancy Agreement (the ?Agreement?) is entered into By and Between: P.V. NanoCell Ltd., with head office at 8 Hanapach St., Southern Industrial Zone, Migdal HaEmek, Israel (the ?Company?); and Andrei Rosenfeld, of 9 Clos de Wagram 1180, Brussels, Belgium (the ?Consultant?) Whereas the Company is engaged in research, development, production, marketing an |
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| September 2, 2015 |
PV NANOCELL LTD. (the “Company”) WARRANT CERTIFICATE Exhibit 4.2 PV NANOCELL LTD. (the ?Company?) WARRANT CERTIFICATE Registered holder of the Warrant: Mr. Peter Weinreb (the ?Holder?). Number of shares issuable upon exercise of this Warrant: USD 6,000 divided by the price per share of the most senior class of shares of the Company issued in the next equity investment round in the Company (?Next Round? and the ?Warrant Shares? respectively). Each Wa |
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| September 2, 2015 |
Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 26, 2014, is by and among PV Nano Cell Ltd., a company formed in the State of Israel with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In c |
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| September 2, 2015 |
P.V. Nano Cell Ltd. 2010 Option Plan (unofficial English translation from Hebrew original) Exhibit 10.20 P.V. NANO CELL LTD. ? 2010 SHARE OPTION PLAN NOTICE OF SHARE OPTION AWARD To: Name of the Grantee Address of the Grantee I.D. Number of the Grantee P.V. Nano Cell Ltd. (the "Company") is pleased to inform you that options were granted in your favor to a trustee, each option granted provides you with the right to purchase one ordinary share of the Company par value NIS 0.01 (the "Opti |
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| September 2, 2015 |
PV Nano Cell Ltd. 8 Hamasger Street Migdal Ha?Emek, Israel 2310102 September 2, 2015 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Attn: Pamela Long Re: P.V. Nano Cell Ltd. Confidential Draft Registration Statement on Form F-1 Submitted July 10, 2015 CIK No. 1627480 Dear Ms. Long: On behalf of P.V. Nano Cell Ltd., an Israeli corporation ( |
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| September 2, 2015 |
Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 26, 2014, is by and among PV Nano Cell Ltd., a company formed in the State of Israel, with offices located at 8 Hamasger St., PO Box 236, Migdal Ha-Emek, 2310102, Israel (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, |
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| September 2, 2015 |
Exhibit 10.12 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of July 2, 2015 (this “Agreement”) is made by and between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and PV NANO CELL LTD., a company formed in the State of Israel (the “Company”). WHEREAS, the Company is a non-reporting company and is preparing to f |
