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[SCHEDULE 13G/A] PolyPid Ltd. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary

PolyPid Ltd. disclosed that Aurum Ventures M.K.I. Ltd. and Morris Kahn each report beneficial ownership of 5,001,561 ordinary shares, representing 28.1% of the class on a fully-diluted basis that counts 1,918,879 shares issuable upon exercise of currently exercisable warrants. The filing clarifies that the reported totals do not give effect to warrant "blocker" provisions that prevent exercises that would raise beneficial ownership above 9.9% at any given time, so the actual number of shares that can be owned simultaneously is lower than the aggregate reported.

The statement explains that Mr. Kahn is the ultimate sole beneficiary of Aurum and may be deemed to share beneficial ownership of the shares held by Aurum, while disclaiming day-to-day voting or investment control over Aurum-held shares.

Positive
  • Transparent disclosure of aggregate beneficial ownership including warrants provides clarity to investors
  • Explicit explanation of "blocker" provisions helps define practical limits on exercise and ownership at any time
Negative
  • Reported percentage (28.1%) is based on full exercise of warrants and overstates simultaneous ownership due to blockers
  • Attribution to Morris Kahn could raise governance attention despite his disclaimer of day-to-day control

Insights

TL;DR A significant reported stake (28.1% on a diluted basis) increases investor focus but is constrained by warrant blockers.

The filing reports a large beneficial position by Aurum and a related-party attribution to Morris Kahn, totaling 5,001,561 shares each on a fully-diluted basis that includes 1,918,879 currently exercisable warrants. For investors, the headline percentage is material because it signals concentrated ownership, but the practical ownership at any moment is limited by explicit warrant "blocker" provisions that cap holdings below 9.9%. The disclosure also clarifies attribution lines: Mr. Kahn is the ultimate beneficiary of Aurum but disclaims day-to-day control. Overall, the filing is a routine but material ownership disclosure that affects governance attention without indicating an immediate control change.

TL;DR Large attributed stake raises governance visibility; warrant blockers and disclaimers limit immediate control implications.

The report is precise about voting and dispositive power allocations: Aurum holds sole voting and dispositive power over the reported shares, while Morris Kahn is attributed shared voting and dispositive power due to his status as ultimate beneficiary. The presence of currently exercisable warrants materially inflates the disclosed percentage, but the explicit blockers constrain exercise to avoid crossing a 9.9% beneficial ownership threshold. From a governance perspective, this creates a concentrated but legally constrained ownership profile that investors and the board should note for potential future exercise scenarios and director engagement.






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




Comment for Type of Reporting Person: Includes 1,918,879 ordinary shares issuable under currently exercisable warrants. As described in Item 4, the securities reported in rows 5, 7 and 9, and the percentage shown in row 11, show the number of ordinary shares that would be issuable upon full exercise of all such warrants beneficially owned by the Reporting Person (as all are currently exercisable) and do not give effect to "blocker" clauses in the warrants that limit exercise of warrants to the extent it would result in beneficial ownership above 9.9% at any given time. Therefore, the actual number of ordinary shares that may be beneficially owned by the Reporting Person at one time, after giving effect to such blockers, is less than the number of securities reported in rows 5, 7 and 9 and the percentage shown in row 11. (5) 3,082,682 ordinary shares 1,918,879 ordinary shares issuable upon exercise of warrants


SCHEDULE 13G




Comment for Type of Reporting Person: Includes 1,918,879 ordinary shares issuable under currently exercisable warrants. As described in Item 4, the securities reported in rows 6, 8 and 9, and the percentage shown in row 11, show the number of ordinary shares that would be issuable upon full exercise of all such warrants beneficially owned by the Reporting Person (as all are currently exercisable) and do not give effect to "blocker" clauses in the warrants that limit exercise of warrants to the extent it would result in beneficial ownership above 9.9% at any given time. Therefore, the actual number of ordinary shares that may be beneficially owned by the Reporting Person at one time, after giving effect to such blockers, is less than the number of securities reported in rows 5, 7 and 9 and the percentage shown in row 11. (6) 3,082,682 ordinary shares 1,918,879 ordinary shares issuable upon exercise of warrants


SCHEDULE 13G



Aurum Ventures M.K.I. Ltd.
Signature:/s/ Nir Dror-Darwish
Name/Title:Nir Dror-Darwish/ Authorized Signatory
Date:09/08/2025
Signature:/s/ Ilan Lior
Name/Title:Ilan Lior/ Authorized Signatory
Date:09/08/2025
Morris Kahn
Signature:/s/ Morris Kahn
Name/Title:Morris Kahn
Date:09/08/2025
Exhibit Information

Exhibit 1 - Joint Filing Agreement by and among the Reporting Persons (filed herewith)

FAQ

How many PolyPid (PYPD) ordinary shares do Aurum Ventures and Morris Kahn report beneficially owning?

Each Reporting Person reports beneficial ownership of 5,001,561 ordinary shares (aggregate reported amount).

Does the 28.1% ownership reported for PYPD reflect exercised warrants?

Yes. The 28.1% figure includes 1,918,879 ordinary shares issuable upon exercise of currently exercisable warrants held by Aurum.

Are there limits on exercising those warrants to reach 28.1% ownership?

Yes. The filing states there are warrant "blocker" provisions that limit exercise to the extent it would result in beneficial ownership above 9.9% at any given time, so actual simultaneous ownership is lower.

Why is Morris Kahn attributed with ownership of Aurum's shares?

The filing explains Mr. Kahn is the ultimate sole beneficiary of Aurum (shares held indirectly via a trust), so he may be deemed to share beneficial ownership, though he disclaims day-to-day voting or investment control.

Which securities class and CUSIP are referenced in the filing?

The filing concerns Ordinary Shares, no par value of the issuer. The CUSIP is included in the filing document.
Polypid Ltd.

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