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.
Positive
None.
Negative
None.
Insights
TL;DR: A concentrated 9.9% position is disclosed, largely warrant-based, with blocker limits reducing immediate economic/control impact.
Rosalind Advisors, its named principals and Rosalind Master Fund L.P. report an aggregate 5,762,349-share position in PolyPid (PYPD). The position is materially composed of 4,786,887 warrant-linked shares, with only 975,462 shares as direct common stock. The presence of a blocker that prevents exercise above 9.99% is critical: it limits conversion risk and near-term dilution from warrant exercises. Shared voting/dispositive power indicates coordinated ownership among the reporting persons rather than independent, sole-control stakes.
TL;DR: Disclosure is comprehensive but the blocker and disclaimers reduce clarity on actual exercisable influence.
The Schedule 13G/A provides required transparency by quantifying both owned shares and warrant exposure. However, the filing also states the advisor and portfolio managers disclaim beneficial ownership of the shares held by the fund, and the blocker restricts warrant exercise above 9.99%. For governance analysis, the combination of shared powers, substantial warrant holdings and explicit disclaimers means stakeholder influence is limited and conditional, not an outright controlling position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
PolyPid Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
M8001Q126
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
M8001Q126
1
Names of Reporting Persons
Rosalind Advisors, Inc.
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,762,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,762,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,762,349.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: This percentage is calculated based upon 15,897,201 Ordinary shares of the Issuers common stock outstanding as of July 27, 2025, based on the issuers F-3 Filing of July 29, 2025. However, as more fully described in Item 4, the securities reported in rows 6, 8 and 9 show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows 6, 8 and 9.
(6) 975,462 shares of Common Stock
4,786,887 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
CUSIP No.
M8001Q126
1
Names of Reporting Persons
SALAMON STEVEN A J
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,762,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,762,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,762,349.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (6) 975,462 shares of Common Stock
4,786,887 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
CUSIP No.
M8001Q126
1
Names of Reporting Persons
Aharon Gil
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,762,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,762,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,762,349.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (6) 975,462 shares of Common Stock
4,786,887 shares of Common Stock issuable upon exercise of warrants
SCHEDULE 13G
CUSIP No.
M8001Q126
1
Names of Reporting Persons
Rosalind Master Fund L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,762,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,762,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,762,349.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (6) 975,462 shares of Common Stock
4,786,887 shares of Common Stock issuable upon exercise of warrants
Rosalind Advisors Inc. Advisor to RMF
Rosalind Master Fund L.P. RMF
Steven Salamon President
Steven Salamon is the portfolio manager of the Advisor which advises RMF.
Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.
(b)
Address or principal business office or, if none, residence:
Rosalind Advisors, Inc.
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Gilad Aharon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
(c)
Citizenship:
Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
M8001Q126
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information as of the date of the event which requires filing of this statement required by Items 4a to c is set forth in Rows 7 to 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based upon 15,897,201 Ordinary shares of the Issuers common stock outstanding as of July 27, 2025, based on the issuers F-3 Filing of July 29, 2025
Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 975,462 shares of common stock representing the beneficial ownership of approximately 6.14% of the common stocks as mentioned above, which excludes the 4,786,887 shares issuable upon the exercise of warrants and warrant shares because they contain a blocker provision under which the holder thereof does not have the right to exercise any of the warrant to the extent that such exercise would result in beneficial ownership by the holder in excess of 9.99% of the Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the warrants due to the Blockers.
Rosalind Advisors Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.
(b)
Percent of class:
Rosalind Advisors Inc. 9.9%
Rosalind Master Fund L.P. 9.9%
Steven Salamon 9.9%
Gilad Aharon 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
Rosalind Advisors Inc. 975,462
Rosalind Master Fund L.P. 975,462
Steven Salamon 975,462
Gilad Aharon 975,462
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
Rosalind Advisors Inc. 975,462
Rosalind Master Fund L.P. 975,462
Steven Salamon 975,462
Gilad Aharon 975,462
Item 5.
Ownership of 5 Percent or Less of a Class.
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 acquired and are held in the ordinary course of business and 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.
Rosalind Advisors, Inc.
Signature:
Steven Salamon
Name/Title:
President
Date:
08/13/2025
SALAMON STEVEN A J
Signature:
Steven Salamon
Name/Title:
Steven Salamon
Date:
08/13/2025
Aharon Gil
Signature:
Gil Aharon
Name/Title:
Gil Aharon
Date:
08/13/2025
Rosalind Master Fund L.P.
Signature:
Mike McDonald
Name/Title:
Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
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