PolyPid (PYPD) investors disclose up to 13.4% beneficial stake via complex structure

Rhea-AI Filing Summary

PolyPid Ltd. received an amended Schedule 13G/A from a group of related investors led by Xenia Venture Capital Limited and its upstream holding structure. The filing reports beneficial ownership of up to 2,722,707 Ordinary Shares for Rodney Hodges, Geneva Holding Company (GHC) SA and Geneva Trust Company (GTC) SA, each representing 13.4% of PolyPid’s 20,311,766 Ordinary Shares outstanding as of June 30, 2026. Centaurus Investments Limited reports beneficial ownership of 2,624,307 shares (12.9%), and Xenia Venture Capital Limited reports 1,892,462 shares (9.3%).

The ownership figures include 860,764 warrants held by Xenia and 274,471 warrants held by Oriella Limited, which are described as exercisable within 60 days of August 13, 2026. The structure places Xenia under Centaurus, which is ultimately controlled through Geneva Trust Company (as trustee of VT Two Trust) and Geneva Holding Company, whose entire share capital is held by Rodney Hodges. Hodges states he does not make day‑to‑day voting or investment decisions and disclaims beneficial ownership except to the extent of his pecuniary interest.

Key Figures

Rodney Hodges beneficial ownership: 2,722,707 Ordinary Shares GHC and GTC beneficial ownership: 2,722,707 Ordinary Shares each Centaurus Investments ownership: 2,624,307 Ordinary Shares +4 more

7 metrics

Rodney Hodges beneficial ownership 2,722,707 Ordinary Shares Represents 13.4% of PolyPid’s Ordinary Shares outstanding as of June 30, 2026

GHC and GTC beneficial ownership 2,722,707 Ordinary Shares each Each of Geneva Holding Company and Geneva Trust Company reports 13.4% beneficial ownership

Centaurus Investments ownership 2,624,307 Ordinary Shares Represents 12.9% of PolyPid’s Ordinary Shares outstanding

Xenia Venture Capital ownership 1,892,462 Ordinary Shares Represents 9.3% of PolyPid’s Ordinary Shares outstanding

Outstanding Ordinary Shares 20,311,766 Ordinary Shares Shares of PolyPid outstanding as of June 30, 2026 per Form 6-K

Xenia warrants 860,764 warrants Held by Xenia Venture Capital Limited, exercisable within 60 days of August 13, 2026

Oriella warrants 274,471 warrants Held by Oriella Limited, exercisable within 60 days of August 13, 2026

Key Terms

beneficial ownership, shared voting power, shared dispositive power, warrants, +2 more

6 terms

beneficial ownership financial

"This Amendment No. 3 to the Statement of Beneficial Ownership on"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"6 | Shared Voting Power 2,722,707.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"8 | Shared Dispositive Power 2,722,707.00"

warrants financial

"includes 860,764 warrants held by Xenia Venture Capital Limited"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Joint Filing Agreement regulatory

"being filed pursuant to a Joint Filing Agreement"

trustee financial

"Geneva Trust Company (GTC) SA, as trustee of VT Two Trust"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

FAQ

What percentage of PolyPid (PYPD) does Rodney Hodges beneficially own in this filing?

Rodney Hodges is reported as having beneficial ownership of 2,722,707 Ordinary Shares of PolyPid Ltd., representing 13.4% of the 20,311,766 shares outstanding as of June 30, 2026, while disclaiming beneficial ownership beyond his pecuniary interest.

How many PolyPid (PYPD) shares does Xenia Venture Capital Limited report owning?

Xenia Venture Capital Limited reports beneficial ownership of 1,892,462 Ordinary Shares of PolyPid Ltd., representing 9.3% of the outstanding class. This amount includes 860,764 warrants that are described as exercisable within 60 days of August 13, 2026.

What stake in PolyPid (PYPD) does Centaurus Investments Limited report?

Centaurus Investments Limited reports 2,624,307 Ordinary Shares of PolyPid Ltd., representing 12.9% of the outstanding Ordinary Shares as of June 30, 2026. All of these shares are reported with shared voting and shared dispositive power, and no sole power.

How many PolyPid (PYPD) shares are outstanding according to this Schedule 13G/A?

The filing states that 20,311,766 Ordinary Shares of PolyPid Ltd. were outstanding as of June 30, 2026, based on information contained in a Report on Form 6-K filed by the issuer on August 12, 2026. All reported ownership percentages use this share count.

Are warrants included in the PolyPid (PYPD) beneficial ownership reported by the group?

Yes. The reported beneficial ownership includes 860,764 warrants held by Xenia Venture Capital Limited and 274,471 warrants held by Oriella Limited, which are described as exercisable within 60 days of August 13, 2026, and therefore counted in the share totals.

What is the relationship between the PolyPid (PYPD) reporting entities in this 13G/A?

Xenia is described as an investment holding company that purchased the Ordinary Shares. Its parent, Centaurus Investments Limited, is in turn held by Geneva Trust Company (GTC) SA as trustee of the VT Two Trust, which is a subsidiary of Geneva Holding Company (GHC) SA, whose share capital is held by Rodney Hodges.

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Available on EDGAR 08/13/2026 - 04:26 PM Accepted by SEC EDGAR 08/13/2026 - 04:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

PolyPid Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Rodney Hodges

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,722,707.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,722,707.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,722,707.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.4 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 860,764 warrants held by Xenia Venture Capital Limited and 274,471 warrants held by Oriella Limited, exercisable within 60 days of August 13, 2026. The percentage is based on the 20,311,766 Ordinary Shares of the Issuer that were outstanding as of June 30, 2026, based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026.

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Geneva Holding Company (GHC) SA

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,722,707.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,722,707.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,722,707.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.4 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 860,764 warrants held by Xenia Venture Capital Limited and 274,471 warrants held by Oriella Limited, exercisable within 60 days of August 13, 2026. The percentage is based on the 20,311,766 Ordinary Shares of the Issuer that were outstanding as of June 30, 2026, based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026.

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Geneva Trust Company (GTC) SA

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,722,707.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,722,707.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,722,707.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.4 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 860,764 warrants held by Xenia Venture Capital Limited and 274,471 warrants held by Oriella Limited, exercisable within 60 days of August 13, 2026. The percentage is based on the 20,311,766 Ordinary Shares of the Issuer that were outstanding as of June 30, 2026, based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026.

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Centaurus Investments Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,624,307.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,624,307.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,624,307.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.9 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 860,764 warrants held by Xenia Venture Capital Limited and 274,471 warrants held by Oriella Limited, exercisable within 60 days of August 13, 2026. The percentage is based on the 20,311,766 Ordinary Shares of the Issuer that were outstanding as of June 30, 2026, based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026.

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Xenia Venture Capital Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,892,462.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,892,462.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,892,462.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.3 %

12

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person includes 860,764 warrants held by Xenia Venture Capital Limited, exercisable within 60 days of August 13, 2026. The percentage is based on the 20,311,766 Ordinary Shares of the Issuer that were outstanding as of June 30, 2026, based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PolyPid Ltd.
(b)	Address of issuer's principal executive offices: 18 Hasivim Street Petach Tikva 495376, Israel
Item 2.
(a)	Name of person filing: This Amendment No. 3 (the "Amendment) to the Statement of Beneficial Ownership on Schedule 13G originally filed on September 20, 2023 (the "Schedule 13G"), as amended on October 28, 2024, and as further amended on February 14, 2025, is being filed by each of: (i) Xenia Venture Capital Limited; (ii) Centaurus Investments Limited; (iii) Geneva Holding Company (GHC) SA; (iv) Geneva Trust Company (GTC) SA; (all of which, above, are the "Reporting Entities"); and (v) Rodney Hodges (the "Reporting Individual"), (each a "Reporting Person" and, collectively, the "Reporting Persons"). This Amendment to Schedule 13G is being filed pursuant to a Joint Filing Agreement (the "Joint Filing Agreement"), a copy of which was filed as Exhibit 99.1 to the Schedule 13G filed on September 20, 2023. Xenia Venture Capital Limited ("Xenia") is an investment holding company that purchased Ordinary Shares (as defined below) of the Issuer that are the subject of this Amendment to Schedule 13G. The entire share capital of Centaurus Investments Limited, the parent holding company of Xenia, is held by Geneva Trust Company (GTC) SA (as trustee of the VT Two Trust). Geneva Trust Company (GTC) SA (a subsidiary of Geneva Holding Company (GHC) SA), as trustee of VT Two Trust, has the authority to dispose of and exercise control over the disposal of the assets of the VT Two Trust. Mr. Rodney Hodges holds 100% of the share capital of Geneva Holding Company (GHC) SA. The Reporting Individual does not make day-to-day voting or investment decisions with respect to the Ordinary Shares held by the Reporting Entities and therefore disclaims beneficial ownership of them except to the extent of his pecuniary interest therein.
(b)	Address or principal business office or, if none, residence: The principal business office of each of the Reporting Persons are: Rodney Hodges, Rue de l'Athenee 34, 1206 Geneva, Switzerland Geneva Holding Company (GHC) SA, Rue de l'Athenee 34, 1206 Geneva, Switzerland Geneva Trust Company (GTC) SA, Rue de l'Athenee 34, 1206 Geneva, Switzerland Centaurus Investments Limited, Woodbourne Hall, PO Box 3162, Road Town, Tortola VG 1110, British Virgin Islands, Xenia Venture Capital Limited, Yigal Alon 76, 6706701 Tel Aviv, Israel
(c)	Citizenship: Geneva Holding Company (GHC) SA, and Geneva Trust Company (GTC) SA are organized under the laws of Switzerland, Centaurus Investments Limited is organized under the laws of British Virgin Islands, and Xenia Venture Capital Limited is organized under the laws of Israel. The Reporting Individual is a citizen of the United Kingdom
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP No.:
Item 4.	Ownership
(a)	Amount beneficially owned: Reporting Person Number of Ordinary Shares Rodney Hodges 2,722,707 Geneva Holding Company (GHC) SA 2,722,707 Geneva Trust Company (GTC) SA 2,722,707 Centaurus Investments Limited 2,624,307 Xenia Venture Capital Limited 1,892,462
(b)	Percent of class: Reporting Person Percentage of Class Rodney Hodges 13.4% Geneva Holding Company (GHC) SA 13.4% Geneva Trust Company (GTC) SA 13.4% Centaurus Investments Limited 12.9% Xenia Venture Capital Limited 9.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Rodney Hodges: 0 Geneva Holding Company (GHC) SA: 0 Geneva Trust Company (GTC) SA: 0 Centaurus Investments Limited: 0 Xenia Venture Capital Limited: 0
	(ii) Shared power to vote or to direct the vote: Rodney Hodges: 2,722,707 Geneva Holding Company (GHC) SA: 2,722,707 Geneva Trust Company (GTC) SA: 2,722,707 Centaurus Investments Limited: 2,624,307 Xenia Venture Capital Limited: 1,892,462
	(iii) Sole power to dispose or to direct the disposition of: Rodney Hodges: 0 Geneva Holding Company (GHC) SA: 0 Geneva Trust Company (GTC) SA: 0 Centaurus Investments Limited: 0 Xenia Venture Capital Limited: 0
	(iv) Shared power to dispose or to direct the disposition of: Rodney Hodges: 2,722,707 Geneva Holding Company (GHC) SA: 2,722,707 Geneva Trust Company (GTC) SA: 2,722,707 Centaurus Investments Limited: 2,624,307 Xenia Venture Capital Limited: 1,892,462 Based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026, there were 20,311,766 Ordinary Shares of the Issuer outstanding as of June 30, 2026.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rodney Hodges

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges
Date:	08/13/2026

Geneva Holding Company (GHC) SA

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory
Date:	08/13/2026

Signature:	/s/ Tobias Reinmann
Name/Title:	Tobias Reinmann/Authorized Signatory
Date:	08/13/2026

Geneva Trust Company (GTC) SA

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory
Date:	08/13/2026

Signature:	/s/ Tobias Reinmann
Name/Title:	Tobias Reinmann/Authorized Signatory
Date:	08/13/2026

Centaurus Investments Limited

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory for and on behalf of Champel Directors Limited
Date:	08/13/2026

Signature:	/s/ Tobias Reinmann
Name/Title:	Tobias Reinmann/Authorized Signatory for and on behalf of Florissant Global Limited
Date:	08/13/2026

Xenia Venture Capital Limited

Signature:	/s/ Eli Sorzon
Name/Title:	Eli Sorzon/Authorized Signatory
Date:	08/13/2026

Exhibit Information

99.1 Joint Filing Agreement, dated September 20, 2023, among Rodney Hodges, Geneva Holding Company (GHC) SA, Geneva Trust Company (GTC) SA, Centaurus Investments Limited, POD Sarl and Xenia Venture Capital Limited (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed Centaurus Investments Limited by on September 20, 2023). https://www.sec.gov/Archives/edgar/data/1611842/000121390023078066/ea185222ex99-1_polypid.htm