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PolyPid Ltd

For the period ended Dec 31, 2024. Filed Feb 26, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Feb 26, 2025

PYPD$6.14+8.3%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-38428

POLYPID LTD.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

State of Israel

(Jurisdiction of incorporation or organization)

18 Hasivim Street

Petach Tikva 495376, Israel

(Address of principal executive offices)

**Dikla Czaczkes Akselbrad

Chief Executive Officer

PolyPid Inc.

372 Franklin Ave.

P.O. Box 558

Nutley, NJ 07110

Telephone:(908) 858-5995

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valuePYPDNasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

10,190,904 ordinary shares as of December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Emerging Growth Company☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board o

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSv
SUMMARY RISK FACTORSvi
PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY49
A.History and Development of the Company49
B.Business Overview49
C.Organizational Structure86
D.Property, Plants and Equipment86
ITEM 4.AUNRESOLVED STAFF COMMENTS86
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS87
A.Operating Results87
B.Liquidity and Capital Resources91
C.Research and Development, Patents and Licenses, etc.94
D.Trend Information95
E.Critical Accounting Estimates95
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES98
A.Directors and Senior Management98
B.Compensation101
C.Board Practices102
D.Employees110
E.Share Ownership110
F.Action to Recover Erroneously Awarded Compensation110
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS112
A.Major Shareholders112
B.Related Party Transactions115
C.Interests of Experts and Counsel115
ITEM 8.FINANCIAL INFORMATION116
A.Consolidated Statements and Other Financial Information116
B.Significant Changes116
ITEM 9.THE OFFER AND LISTING116
A.Offer and Listing Details116
B.Plan of Distribution116
C.Markets116
D.Selling Shareholders116
E.Dilution116
F.Expenses of the Issue116
ITEM 10.ADDITIONAL INFORMATION117
A.Share Capital117
B.Memorandum and Articles of Association117
C.Material Contracts117
D.Exchange Controls119
E.Taxation119
F.Dividends and Paying Agents126
G.Statement by Experts126
H.Documents on Display126
I.Subsidiary Information126

i

Page
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK127
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES127
A.Debt Securities127
B.Warrants and rights127
C.Other Securities127
D.American Depositary Shares127
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES128
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS O7F SECURITY HOLDERS AND USE OF PROCEEDS128
ITEM 15.CONTROLS AND PROCEDURES128
ITEM 16.[Reserved]129
ITEM 16.AAUDIT COMMITTEE FINANCIAL EXPERT129
ITEM 16.BCODE OF ETHICS129
ITEM 16.CPRINCIPAL ACCOUNTANT FEES AND SERVICES129
ITEM 16.DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES129
ITEM 16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS130
ITEM 16.FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT130
ITEM 16.GCORPORATE GOVERNANCE130
ITEM 16.HMINE SAFETY DISCLOSURE131
ITEM 16.IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.131
ITEM 16.JINSIDER TRADING POLICIES131
ITEM 16.KCYBERSECURITY131
PART III
ITEM 17.FINANCIAL STATEMENTS133
ITEM 18.FINANCIAL STATEMENTS133
ITEM 19.EXHIBITS133

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.