Form SCHEDULE 13G/A PolyPid Ltd. Filed by: Aurum Ventures M.K.I. Ltd.
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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. 6)*
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Polypid Ltd. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 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) | ||||||||
| 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)
24.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Number of shares beneficially owned as shown in Rows 5, 7 and 9 consists of 3,550,133 outstanding Ordinary Shares plus 1,451,428 Ordinary Shares issuable under currently exercisable warrants. As described in Item 4, the Ordinary Shares reported in Rows 5, 7 and 9, and the percentage shown in Row 11, reflect 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. If giving effect to such blockers, the actual number of Ordinary Shares that may be held by the Reporting Person at one time is less than the number of shares reported in Rows 5, 7 and 9, and the percentage ownership is less than that shown in Row 11.
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, 495376 | |
| Item 2. | ||
| (a) | Name of person filing:
Aurum Ventures M.K.I. Ltd. ("Aurum" or the "Reporting Person").
All outstanding shares of Aurum are held indirectly by a trust settled by Morris Kahn (deceased). The trustee of the trust has appointed the board of directors of Aurum to make day-to-day voting and investment decisions with respect to the Ordinary Shares of the Issuer held by Aurum. | |
| (b) | Address or principal business office or, if none, residence:
c/o Aurum Group, 16 Abba Hillel Road, Ramat Gan 5250608, Israel | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Ordinary Shares, no par value | |
| (e) | CUSIP No.:
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| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
5,001,561 Ordinary Shares, consisting of (1) 3,550,133 outstanding Ordinary Shares, plus (2) 1,451,428 Ordinary Shares issuable under currently exercisable warrants. The percent of class beneficially owned by the Reporting Person that is set forth in paragraph (b) below is based upon (i) 19,083,236 Ordinary Shares outstanding as of February 19, 2026, as set forth in the Issuer's Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on February 25, 2026, plus (ii) 1,451,428 additional Ordinary Shares issuable upon exercise of currently exercisable warrants held by Aurum.
The aggregate number and percentage of outstanding Ordinary Shares beneficially owned as reported herein 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. If giving effect to such blocker provisions, the actual number and percentage of outstanding Ordinary Shares that may be beneficially owned by the Reporting Person at any one time is less than the aggregate number and percentage reported herein. | |
| (b) | Percent of class:
24.4% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
5,001,561 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
5,001,561 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| 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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