Amendment: SEC Form SCHEDULE 13G/A filed by PolyPid Ltd.
$PYPD
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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PolyPid Ltd. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
M8001Q118 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M8001Q118 |
| 1 | Names of Reporting Persons
Aurum Ventures M.K.I. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,001,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
28.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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
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| CUSIP No. | M8001Q118 |
| 1 | Names of Reporting Persons
Morris Kahn | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,001,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
28.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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
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| Item 1. | ||
| (a) | Name of issuer:
PolyPid Ltd. | |
| (b) | Address of issuer's principal executive offices:
18 Hasivim Street, Petach Tikva, Israel, 4959376 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Aurum Ventures M.K.I. Ltd. (''Aurum''); and
(ii) Morris Kahn
Each of the foregoing entity and person is referred to as a ''Reporting Person'', and collectively they are referred to as the ''Reporting Persons''.
Morris Kahn is the ultimate sole beneficial shareholder of Aurum, as the outstanding shares of Aurum are held indirectly by a trust for which Mr. Kahn is the settlor and the sole ultimate beneficiary. Consequently, Mr. Kahn may be deemed to share beneficial ownership of the Ordinary Shares held by Aurum. Mr. Kahn does not make day-to-day voting or investment decisions with respect to the Ordinary Shares held by Aurum 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:
c/o Aurum Group, 16 Abba Hillel Road, Ramat Gan 5250608, Israel | |
| (c) | Citizenship:
Aurum - Israel
Morris Kahn - Israel | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
M8001Q118 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
5,001,561 Ordinary Shares (for each Reporting Person). The percent of class beneficially owned by each Reporting Person that is set forth in paragraph (b) below is based upon (i) 15,897,201 Ordinary Shares outstanding as of July 27, 2025, as set forth in the Issuer's Registration Statement on F-3, filed with the SEC on July 29, 2025, plus (ii) 1,918,879 additional Ordinary Shares issuable upon exercise of currently exercisable warrants held by Aurum.
The aggregate number and percentage of Ordinary Shares beneficially owned includes Ordinary Shares issuable upon exercise of the foregoing warrants, without giving effect to the "blocker" provisions in such warrants that limit exercise to the extent it would result in beneficial ownership above 9.9% at any given time. As a result, the actual number and percentage of Ordinary Shares that may be beneficially owned by each Reporting Person at any one time, after giving effect to such blocker provisions, is less than the aggregate number and percentage reported herein. | |
| (b) | Percent of class:
Aurum: 28.1%
Morris Kahn: 28.1% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Aurum: 5,001,561
Morris Kahn: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Aurum: 0
Morris Kahn: 5,001,561 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Aurum: 5,001,561
Morris Kahn: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Aurum: 0
Morris Kahn: 5,001,561 | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement by and among the Reporting Persons (filed herewith) |