PolyPid Ltd. — Board/Management Information 2023

May 8, 2023

6-K 1 ea178129-6k_polypid.htm REPORT OF FOREIGN PRIVATE ISSUER

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: May 2023

Commission File Number: 001-38428

PolyPid Ltd.

(Translation of registrant’s name into English)

18 Hasivim Street

Petach Tikva 495376, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

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CONTENTS

On May 5, 2023, PolyPid Ltd. (the “Company”) convened an Annual and Extraordinary General Meeting of Shareholders (the “Meeting”).

The Meeting was called for the following purposes:

Proposal No. 1 To re-elect Kost Forer Gabbay & Kasierer, Certified Public Accountants, as the independent registered public accountants of the Company, and to authorize the board of directors of the Company to determine their compensation, until the next annual general meeting of the Company’s shareholders;

Proposal No. 2 To re- elect eight members of the board of directors of the Company and approve their compensation;

Proposal No. 3 To approve an option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad ;

Proposal No. 4 To approve repricing of options for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad ;

| Proposal No. 5 | To approve repricing of options for the members
of the board of directors of the Company; |
| --- | --- |
| Proposal No. 6 | To approve an extension of the Company’s
U.S. subplan under Company’s Amended and Restated 2012 Share Option Plan for U.S. tax purposes; |
| Proposal No. 7 | To increase the Company’s authorized share
capital and to amend and restate the Company’s Articles of Association to reflect the same; |
| Proposal No. 8 | To approve an amendment to the Articles of Association
of the Company to include an ‘Exclusive Forum’ section; and |
| | To discuss the Company’s financial statements
for the fiscal year ended December 31, 2022. |

At the Meeting, a quorum was present and the shareholders of the Company approved Proposal Nos. 1 through 8 as originally proposed.

Amended and Restated Articles of Association

Attached hereto as Exhibit 99.1 is the Company’s Amended and Restated Articles of Association, which reflects the approval of Proposal Nos. 7 and 8 above.

The Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-257651) and Form S-8 (File No. 333-239517 and File No. 333-271060 ), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBIT INDEX

| Exhibit
No. | |
| --- | --- |
| 99.1 | Amended and Restated Articles of Association of PolyPid Ltd. |
| 99.2 | Amended and Restated Articles of Association of PolyPid Ltd. (marked). |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Dikla Czaczkes Akselbrad
Name	Dikla Czaczkes Akselbrad
Title:	Chief Executive Officer

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