PolyPid CEO Secures Performance-Based Stock Options in Major Governance Update

Rhea-AI Filing Summary

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.

Positive

• All seven proposals at the Annual General Meeting were approved by shareholders, indicating strong shareholder support for management's initiatives
• Board continuity maintained with re-election of eight directors
• New milestone-based option grant approved for CEO Dikla Czaczkes Akselbrad, aligning executive compensation with company performance goals

Negative

• Chairman Jacob Harel appears to be departing, with shareholders approving acceleration of his unvested options upon termination

Form 6-K: How Foreign Companies Report to the SEC →

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of: June 2025 (Report No. 3)

 

Commission File Number: 001-38428

 

PolyPid Ltd.

(Translation of registrant’s name into English)

 

18 Hasivim Street

Petach Tikva 495376, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F      ☐ Form 40-F

 

 

 

 

 

CONTENTS

 

Meeting of Shareholders

 

On June 25, 2025, PolyPid Ltd. (the “Company”) convened an Annual and Extraordinary General Meeting of Shareholders (the “Meeting”).

 

The Meeting was called for the following purposes:

 

Proposal No. 1 To re-elect Kost Forer Gabbay & Kasierer, Certified Public Accountants, as the independent registered public accountants of the Company, and to authorize the board of directors of the Company to determine their compensation, until the next annual general meeting of the Company’s shareholders;

 

Proposal No. 2 To re-elect eight members of the board of directors of the Company and approve their compensation;

 

Proposal No. 3 To approve an additional option grant for non-executive directors;

 

Proposal No. 4 To approve an option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad;

 

Proposal No. 5 To approve an additional milestone-based option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad;

 

Proposal No. 6 To approve the renewal of the Company’s compensation policy;

 

Proposal No. 7 To approve an acceleration of vesting period for unvested options upon termination of services of Mr. Jacob Harel, as the Company’s chairman of the board of directors; and

 

  To discuss the Company’s financial statements for the fiscal year ended December 31, 2024.

 

At the Meeting, a quorum was present and the shareholders of the Company approved Proposal Nos. 1 through 7 as originally proposed.

 

Attached hereto as Exhibit 99.1 is the Company’s compensation policy, which reflects the approval of Proposal No. 6 above.

 

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-276826, File No. 333-280658, File No. 333-281863, and File No. 333-284376) and Form S-8 (File No. 333-239517, File No. 333-271060, File No. 333-277703 and File No. 333-280662) filed with the Securities and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

 

EXHIBIT INDEX

 

Exhibit No.	 	 
99.1	 	Compensation Policy.

 

1

 

 

SIGNATURES

 

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

 

 	POLYPID LTD.
 	 	 
Date: June 25, 2025	By:	/s/ Dikla Czaczkes Akselbrad
 	 	Name	Dikla Czaczkes Akselbrad
 	 	Title:	Chief Executive Officer

 

 

2

 

FAQ

What key proposals were approved at PYPD's June 2025 shareholder meeting?

At PYPD's June 25, 2025 shareholder meeting, shareholders approved 7 key proposals including: re-election of Kost Forer Gabbay & Kasierer as independent auditors, re-election of eight board members, additional option grants for non-executive directors, option grants for CEO Dikla Czaczkes Akselbrad, a milestone-based option grant for the CEO, renewal of compensation policy, and acceleration of unvested options for chairman Jacob Harel.

Who is PYPD's current CEO and when was she granted new stock options?

PYPD's current CEO is Dikla Czaczkes Akselbrad. At the June 25, 2025 shareholder meeting, she was approved for two separate option grants: a regular option grant (Proposal 4) and an additional milestone-based option grant (Proposal 5).

What changes were made to PYPD's board chairman Jacob Harel's option vesting terms?

Shareholders approved an acceleration of the vesting period for Jacob Harel's unvested stock options upon termination of his services as the Company's chairman of the board of directors (Proposal 7).

What auditing firm was appointed for PYPD and for what period?

Kost Forer Gabbay & Kasierer, Certified Public Accountants, was re-elected as PYPD's independent registered public accountants until the next annual general meeting. The board of directors was authorized to determine their compensation.

How many directors were re-elected to PYPD's board in June 2025?

Eight members of the board of directors were re-elected, and their compensation was approved as part of Proposal 2 at the June 25, 2025 shareholder meeting.