Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
01 June 2023 - 11:30PM
Edgar (US Regulatory)
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 executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
P.V.
Nano Cell Ltd. (the “Company”) announces that the Company received an investment of $300,000 from Insight Capital Ltd.
(“Insight”) relating to a private placement of the Company’s ordinary shares, par value NIS 0.01 per share
(the “Ordinary Shares”), on May 18, 2023, which is part of the private placement
fund raising announced by the Company on Form 6-K furnished to the U.S. Securities and Securities Commission on March 13, 2023 (the “Private
Placement”). Under the agreements entered into by the Company in connection with the Private Placement, the Company has raised
to date an aggregate $2,405,000 from certain existing Company shareholders (the “Investors”) in the Private Placement
under the following terms:
A. In the first round, the
Company issued and sold to the Investors units of its securities for aggregate gross proceeds to the Company of $1.0 million (the “Initial
Offering”), each unit comprised of (each, a “Unit” and, collectively, the “Units”) (i)
one ordinary share, par value NIS 0.01 per share, of the Company (“Ordinary Shares”), and (ii) a warrant to purchase
an additional two Ordinary Shares, exercisable through the earlier of (a) the closing of a subsequent offering of Company securities by
the Company to qualified investors with an effective price per Ordinary Share of at least $0.20 and (b) the second anniversary of the
issuance of such warrant, in each case at a per share exercise price of $0.07, subject to adjustment (the “Warrant”),
at a per Unit purchase price of $0.07 (the “Purchase Price”). Insight participated in the Initial Offering in the amount
of $300,000.
B. The
Company undertook to offer, issue and sell to the Investors, following the closing of the Initial Offering, additional Ordinary Shares
for aggregate gross proceeds to the Company of up to an additional $1.0 million (the “Follow on Offering”),
at a price per share equal to the Purchase Price, which offering was subject to the achievement by the Company of certain pre-defined
milestones on or before December 31, 2022, subject to a further extension at the discretion of the Company, to a date on or before February
28, 2023. Following the partial fulfillment of the milestones, the Company raised $1.0 million in the Follow on Offering, which completed
the Follow on Offering. Insight participated in the Follow on Offering in the amount of $300,000.
C. The Company undertook to
offer, issue and sell to the Investors, following the initial closing of the Follow on Offering, additional Ordinary Shares for aggregate
gross proceeds to the Company of up to an additional $800,000 (the “Final Offering”), at a price per share equal to
the Purchase Price, which offering was subject to the achievement by the Company of a certain additional milestone set forth in the subscription
agreement and any additional milestones to be agreed upon in good faith negotiations (the “Second Level Milestones”).
The Final Offering shall be closed by no later than the close of business on the 30th business day after the delivery of notice
by the Company to the Investors that the Second Level Milestones have been achieved. Insight and an additional Investor undertook to invest
$300,000 each in the Final Offering ($600,000 in total), if the Second Level Milestones are achieved. Notwithstanding that the Second
Level Milestones had not yet been fulfilled, in April 2023, Teuza – Fairchild Technology Venture Fund (“Teuza”)
waived such condition and pursuant to the terms of the agreement, invested in this round in the amount of $105,000. In May 2023, following
the Company’s notice of the fulfillment of the Second Level Milestones, Insight invested an additional $300,000 in this round, resulting
in aggregate proceeds to the Company of $405,000 in the Final Offering to date.
The
Company issued to the Investors an aggregate of 14,285,712 Ordinary Shares and Warrants to purchase an aggregate 28,571,425 Ordinary Shares
in the Initial Offering in respect of the $1.0 million raised, an additional aggregate 14,285,713 Ordinary Shares to the Investors that
participated in the Follow on Offering in respect of the $1.0 raised, and an additional 1,500,000 Ordinary Shares to Teuza in respect
of the $105,000 it invested in the Final Offering. The Company expects to issue to Insight 4,285,714 Ordinary Shares in respect of the
$300,000 it invested in the Final Offering.
The
Company expects to use the proceeds from the Private Placement to expand its operations and for general working capital.
The securities offered in
the Private Placement have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”) or any state or other jurisdiction’s securities laws and may not be offered or sold in the United States without
registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’
securities laws.
This announcement shall not constitute
an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these
securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 1, 2023 |
P.V. NANO CELL LTD. |
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By: |
/s/
Avi Magid |
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Name: |
Avi Magid |
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Title: |
Chief Executive Officer |
2
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