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 Report on Form 10-Q

For the Transition Period Ended:_________________________________________________________

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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

 

P.V. Nano Cell Ltd.

Full Name of Registrant

 

Former Name if Applicable

 

8 Hamasger Steet

Address of Principal Executive Office (Street and Number)

 

Migdal HaEmek, Israel 2310102

City, State and Zip Code

 

 

 

 

PART II — RULES 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 reason 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-CEN 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.
   
  Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

  

PART III — NARRATIVE

 

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

 

Due to its internal compilation and review procedures, the Company has not finalized its financial statements and related disclosures for inclusion in its annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Annual Report”). The Company cannot complete and timely file its Annual Report on Form 20-F without undue hardship and expense to the Company and needs additional time to complete and file its Annual Report on Form 20-F. The Company intends to file the Annual Report with the Securities and Exchange Commission within the fifteen (15) day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

PART IV — OTHER INFORMATION

 

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

 

Avi Magid   +972   4-6546881
(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.

 

As of the date of filing of this Form 12b-25 Notification of Late Filing, the Company anticipates that its statement of comprehensive loss for the year ended December 31, 2022 will reflect a non-cash charge to operations for the impairment of the remaining intangible asset (technology) as of that date of approximately $2.1 million as compared to none for the years ended December 31, 2021 and 2020.

 

Forward-Looking Statements

 

This Form 12b-25 contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include, but are not limited to, statements regarding (i) our beliefs and expectations relating to our ability to file the Annual Report on Form 20-F within the fifteen (15) day grace period; and (ii) our expectation that our statement of comprehensive loss for the year ended December 31, 2022 will reflect a non-cash charge to operations for the impairment of the remaining intangible asset (technology). These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this Form 12b-25, except as required by applicable law or regulation.

 

2

 

 

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 hereunto duly authorized.

 

Date: May 1, 2023    
  By: /s/ Avi Magid
    Name: Avi Magid
    (Title) Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

-------------------------------------------------------------------ATTENTION-------------------------------------------------------------------

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

 

1.This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
   
2.One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
   
3.A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
   
4.Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
   
5.Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).

 

 

3