SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 3)*
Polypid Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M8001Q118
(CUSIP Number)
Ilan Lior
General Counsel
Aurum Group
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel +972-3-576-2424
Aurum Group
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel +972-3-576-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
March 29, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. M8001Q118
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13G/A
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Page 2 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
Aurum Ventures M.K.I. Ltd. |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
7,842,034
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6.
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SHARED VOTING POWER
0 |
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7.
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SOLE DISPOSITIVE POWER
7,842,034
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8.
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SHARED DISPOSITIVE POWER
0 |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,842,034
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0% (1)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO |
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Percentage is based on 49,048,704 ordinary shares of the Issuer that were outstanding as of May 15, 2023, based on information provided by the Issuer to the Reporting Person upon the inquiry of the
Reporting Person.
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CUSIP No. M8001Q118
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13G/A
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Page 3 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
Morris Kahn |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0 |
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6.
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SHARED VOTING POWER
7,842,034
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7.
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SOLE DISPOSITIVE POWER
0 |
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8.
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SHARED DISPOSITIVE POWER
7,842,034
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,842,034
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0% (1)
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN |
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Percentage is based on 49,048,704 ordinary shares of the Issuer that were outstanding as of May 15, 2023, based on information provided by the Issuer to the Reporting Person upon the inquiry of the
Reporting Person.
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Item 1.
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(a)
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Name of Issuer
Polypid Ltd. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
18 Hasivim Street Petach Tikva 495376, Israel
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Item 2.
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(a)
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Name of Person Filing:
This Amendment No. 3 (this “Amendment
No. 3”) to the Statement of Beneficial Ownership on Schedule 13G, filed on February 24, 2022 (the “Statement”), as amended by
Amendment No. 1 thereto, filed on February 24, 2022 (“Amendment No. 1”), and Amendment No. 2 thereto, filed on July 15, 2022 (“Amendment No. 2”), is being filed by each of:
(i) Aurum Ventures M.K.I. Ltd. (the “Reporting Entity”); and
(ii) Morris Kahn (the “Reporting Individual,” and, together with the Reporting Entity, the “Reporting Persons”).
The Reporting Individual is the ultimate sole beneficial shareholder of the Reporting Entity, as the outstanding shares of the Reporting Entity are held indirectly by a trust for which the Reporting Individual
is the settlor and the sole ultimate beneficiary. Consequently, the Reporting Individual may be deemed to share beneficial ownership of the Ordinary Shares (as defined in Item 2(d) below) held by the Reporting Entity. The Reporting
Individual does not make day-to-day voting or investment decisions with respect to the Ordinary Shares held by the Reporting Entity and therefore disclaims beneficial ownership of them except to the extent of his pecuniary interest therein.
The Reporting Entity and the Reporting Individual are referred to herein collectively as the “Reporting Persons”.
This Amendment No. 3 reports the acquisition of beneficial ownership over an additional 5,950,882 Ordinary Shares (as defined in Item 2(d) below) of the Issuer by the Reporting Persons on March 29, 2023,
pursuant to a securities purchase agreement with the Issuer, under which the Reporting Entity purchased pre-funded warrants that were immediately exercisable, as further described in the Issuer’s Report of Foreign Private Issuer on Form
6-K, as furnished to the Securities and Exchange Commission (the “SEC”) on March 31, 2023. On May 11, 2023, the Reporting Entity exercised those pre-funded warrants and purchased all 5,50,882
underlying Ordinary Shares.
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(b)
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Address of Principal Business Office or, if None, Residence:
The principal business office of each of the Reporting Persons is c/o Aurum Group, 16 Abba Hillel Road, Ramat Gan 5250608, Israel
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(c)
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Citizenship:
The Reporting Entity is organized in Israel. The Reporting Individual is a citizen of the State of Israel. |
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(d)
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Title of Class of Securities
Ordinary Shares, no par value per share (“Ordinary Shares”) |
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(e)
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CUSIP Number
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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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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)
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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)
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
With respect to each of the Reporting Persons:
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(a)
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Amount beneficially owned: 7,842,034 Ordinary Shares
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(b)
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Percent of class: 16.0%*
* Percentage is based on 49,048,704 Ordinary Shares that were outstanding as of May 15, 2023, based on information provided by the Issuer to the Reporting Persons upon the inquiry of the Reporting Persons.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
Reporting Entity: 7,842,034
Reporting Individual: 0
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(ii)
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Shared power to vote or to direct the vote:
Reporting Entity: 0
Reporting Individual: 7,842,034
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(iii)
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Sole power to dispose or to direct the disposition of:
Reporting Entity: 7,842,034
Reporting Individual: 0
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(iv)
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Shared power to dispose or to direct the disposition of:
Reporting Entity: 0
Reporting Individual: 7,842,034
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By way of his beneficial ownership of all outstanding shares of the Reporting Entity, the Reporting Individual exercises shared voting and dispositive power with respect to all
7,842,034Ordinary Shares that are beneficially owned by the Reporting Entity and that are reported in this Amendment No. 3.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should
be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual capacity. (See Item 5)
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby certifies as follows:
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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AURUM VENTURES M.K.I. LTD.
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By: /s/ Nir Dror-Darwish
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Name: Nir Dror-Darwish
Title: Authorized Signatory
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Date: May 17, 2023
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By: /s/ Ilan Lior
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Name: Ilan Lior
Title: Authorized Signatory
Date: May 17, 2023
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/s/ Morris Kahn
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MORRIS KAHN
Date: May 17, 2023
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Exhibit 1
JOINT FILING AGREEMENT
The undersigned parties hereby agree that this Amendment No. 3 to Statement on Schedule 13G filed herewith relating to
the ordinary shares, no par value per share, of Polypid Ltd., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, on behalf of each such person.
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AURUM VENTURES M.K.I. LTD.
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By: /s/ Nir Dror-Darwish
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Name: Nir Dror-Darwish
Title: Authorized Signatory
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Date: May 17, 2023
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By: /s/ Ilan Lior
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Name: Ilan Lior
Title: Authorized Signatory
Date: May 17, 2023
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/s/ Morris Kahn
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MORRIS KAHN
Date: May 17, 2023
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