Polypid Ltd. SEC Filings

PolyPid Ltd. filed a Form S-8 to register 1,200,000 additional ordinary shares for issuance under the Amended and Restated 2012 Share Option Plan, incremental to 2,311,570 shares previously registered. The Registration Statement incorporates by reference the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2024 and specified Form 6-K reports that include recent financial results for the quarters and six-month periods ended June 30, 2025.

The company's amended articles will permit exemption, indemnification and insurance of officers to the fullest extent allowed under Israeli law; PolyPid intends to obtain directors and officers liability insurance and to enter into indemnification and exemption agreements with officers, while noting the SEC view that indemnification against Securities Act liabilities is unenforceable. The filing indicates the company is an emerging growth company and a non-accelerated filer.

Rosalind Advisors, related individuals and a fund report collective beneficial ownership of 5,762,349 common shares of PolyPid Ltd., representing 9.9% of the outstanding common stock based on 15,897,201 shares outstanding per the issuer's disclosure. The reported position consists of 975,462 shares of Common Stock and 4,786,887 shares issuable upon exercise of warrants.

The filings show shared voting and dispositive power over 5,762,349 shares and no sole voting or dispositive power. The warrants include a blocker provision that prevents exercise to the extent it would increase beneficial ownership above 9.99%, and the filing states actual ownership after giving effect to those blockers is less than the amounts reported.

PolyPid held its Annual and Extraordinary General Meeting on June 25, 2025, where shareholders approved all seven proposed resolutions. Key approvals include:

• Re-appointment of Kost Forer Gabbay & Kasierer as independent auditors
• Re-election of eight board members with approved compensation
• New option grants for non-executive directors
• Two separate option grants for CEO Dikla Czaczkes Akselbrad: - Standard option grant - Additional milestone-based option grant
• Renewal of company's compensation policy
• Acceleration of unvested options for departing Board Chairman Jacob Harel

The meeting also included discussion of financial statements for FY2024. The approved changes to compensation and governance structure indicate strategic moves to retain leadership and align management incentives with company performance. The filing was incorporated into multiple Form F-3 and S-8 registration statements.

PolyPid, an Israeli biotechnology company established over five years ago, has filed Form D to report an exempt securities offering under Rule 506(b). The company has successfully completed a $26,692,799 offering, with all securities now sold to 20 investors.

The offering includes equity securities, along with options/warrants and their underlying securities. The company, which currently reports no revenues, maintains its principal operations at 18 Hasivim Street, Petach Tikva, Israel.

Key management includes:

• Four executive officers: Dikla Czaczkes Akselbrad, Dalit Hazan, Ori Warshavsky, and Jonny Missulawin
• Eight independent directors including Jacob Harel, Yechezkel Barenholz, and others

The offering involves no sales commissions or finder's fees, and none of the proceeds are designated for payments to executives or directors. The offering is not connected to any business combination transaction and is not intended to last more than one year.