FORM 12b-25


Commission File Number: 333-206723




(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-Q
  Transition Report on Form N-SAR


For Transition Period Ended:                                                             


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:



Part I - Registrant Information



Full Name of Registrant:    P.V. Nano Cell Ltd.                                                                                                                                   


Former Name if Applicable:                                                                                                                                                            


Address of Principal Executive Office (Street and Number):   8 Hamasger Street                                               


City, State and Zip Code:    Migdal Ha’Emek, Israel 2310102                                                                                             






Part II - Rule 12b-25(b) and (c)



If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



Part III - Narrative



State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


The compilation, dissemination and review of the information required to be presented in the Form 20-F for the period ended December 31, 2017 could not be completed and filed by the Registrant without undue hardship and expense to the Registrant. The Registrant is in the process of adding material information to the Form 20-F from its fiscal 2017 financial statements and management’s discussion and analysis.



Part IV - Other Information



(1) Name and telephone number of person to contact in regard to this notification:


Fernando de la Vega
(+972) (4)
  (Name)   (Area Code)   (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
                        ☒       Yes        ☐        No


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
                        ☐       Yes        ☒        No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.





P.V. Nano Cell Ltd.


(Name of Registrant as specified in charter)


has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


Date: April 30, 2018 By: /s/ Fernando de la Vega
  Name: Dr. Fernando de la Vega
  Title: Chief Executive Officer