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PolyPid Ltd.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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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.

FY2025 · Filed Feb 25, 2026

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 31,2025

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:

18,204,002 ordinary shares as of December 31, 2025.

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 ☐

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 STATEMENTSiv
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 COMPANY53
A.History and Development of the Company53
B.Business Overview53
C.Organizational Structure82
D.Property, Plants and Equipment82
ITEM 4.AUNRESOLVED STAFF COMMENTS82
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS83
A.Operating Results83
B.Liquidity and Capital Resources88
C.Research and Development, Patents and Licenses, etc.92
D.Trend Information92
E.Critical Accounting Estimates93
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES95
A.Directors and Senior Management95
B.Compensation98
C.Board Practices99
D.Employees109
E.Share Ownership109
F.Action to Recover Erroneously Awarded Compensation109
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS110
A.Major Shareholders110
B.Related Party Transactions114
C.Interests of Experts and Counsel114
ITEM 8.FINANCIAL INFORMATION115
A.Consolidated Statements and Other Financial Information115
B.Significant Changes115
ITEM 9.THE OFFER AND LISTING115
A.Offer and Listing Details115
B.Plan of Distribution115
C.Markets115
D.Selling Shareholders115
E.Dilution115
F.Expenses of the Issue115

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ITEM 10.ADDITIONAL INFORMATION116
A.Share Capital116
B.Memorandum and Articles of Association116
C.Material Contracts116
D.Exchange Controls117
E.Taxation118
F.Dividends and Paying Agents125
G.Statement by Experts125
H.Documents on Display125
I.Subsidiary Information125
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK126
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES126
A.Debt Securities126
B.Warrants and rights126
C.Other Securities126
D.American Depositary Shares126
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES127
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS O7F SECURITY HOLDERS AND USE OF PROCEEDS127
ITEM 15.CONTROLS AND PROCEDURES127
ITEM 16.[Reserved]127
ITEM 16.AAUDIT COMMITTEE FINANCIAL EXPERT128
ITEM 16.BCODE OF ETHICS128
ITEM 16.CPRINCIPAL ACCOUNTANT FEES AND SERVICES128
ITEM 16.DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES129
ITEM 16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS129
ITEM 16.FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT129
ITEM 16.GCORPORATE GOVERNANCE129
ITEM 16.HMINE SAFETY DISCLOSURE130
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

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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.