SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

F O R M 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of March, 2024

Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant’s name into English)

2 HaCarmel St., Yoqneam Ilit 2066724, Israel

(Address of principal executive offices)

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 _______

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes _______ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

INCORPORATION BY REFERENCE

The Registrant’s GAAP financial statements attached to the press release in Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into: (i) the Registrant’s Registration Statement on Form S-8, Registration No. 333-181383; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-117054; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-100804; and (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-54632.

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CONTENTS

This report on Form 6-K of the registrant consists of the following Exhibit, which is attached hereto and incorporated by reference herein:

MIND CTI Reports Fourth Quarter and Full Year 2023 Results

*Board Declares Cash Dividend

* MIND CTI to Host Annual Meeting of Shareholders

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	By Order of the Board of Directors,
	/s/ Monica Iancu
	Title: Monica Iancu
Date: March 6, 2024	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.	MIND CTI Reports Fourth Quarter and Full Year 2023 Results

*Board Declares Cash Dividend

* MIND CTI to Host Annual Meeting of Shareholders

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