P.V. Nano Cell Ltd. announced that it has entered into definitive agreement for issuance of units for gross proceeds of $1,400,000 in September 2023. The units will comprise of one ordinary share and a warrant to purchase an additional one ordinary share, exercisable until the second anniversary of the issuance of such warrant at a per share exercise price of $0.07, subject to adjustment, at a per unit purchase price of $0.07. The transaction is expected to close in one or more closings no later than February 29, 2024.

The transaction will include participation from certain existing company shareholders for $775,000, of which returning investor GTRIMG Investments Ltd. will subscribe for $300,000. The transaction is subject to the approval of annual general meeting of shareholders to be held in 2023. The securities offered in the transaction have not been and will not be registered under the Securities Act of 1933, as amended 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.