| Item 1. | |
| (a) | Name of issuer:
PolyPid Ltd. |
| (b) | Address of issuer's principal executive offices:
18 Hasivim Street, Petach Tikva, Israel, 4959376 |
| Item 2. | |
| (a) | Name of person filing:
(i) Aurum Ventures M.K.I. Ltd. (''Aurum''); and
(ii) Morris Kahn
Each of the foregoing entity and person is referred to as a ''Reporting Person'', and collectively they are referred to as the ''Reporting Persons''.
Morris Kahn is the ultimate sole beneficial shareholder of Aurum, as the outstanding shares of Aurum are held indirectly by a trust for which Mr. Kahn is the settlor and the sole ultimate beneficiary. Consequently, Mr. Kahn may be deemed to share beneficial ownership of the Ordinary Shares held by Aurum. Mr. Kahn does not make day-to-day voting or investment decisions with respect to the Ordinary Shares held by Aurum and therefore disclaims beneficial ownership of them except to the extent of his pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
c/o Aurum Group, 16 Abba Hillel Road, Ramat Gan 5250608, Israel |
| (c) | Citizenship:
Aurum - Israel
Morris Kahn - Israel |
| (d) | Title of class of securities:
Ordinary Shares, no par value |
| (e) | CUSIP No.:
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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | 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) | 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) | 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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
5,001,561 Ordinary Shares (for each Reporting Person). The percent of class beneficially owned by each Reporting Person that is set forth in paragraph (b) below is based upon (i) 15,897,201 Ordinary Shares outstanding as of July 27, 2025, as set forth in the Issuer's Registration Statement on F-3, filed with the SEC on July 29, 2025, plus (ii) 1,918,879 additional Ordinary Shares issuable upon exercise of currently exercisable warrants held by Aurum.
The aggregate number and percentage of Ordinary Shares beneficially owned 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. As a result, the actual number and percentage of Ordinary Shares that may be beneficially owned by each Reporting Person at any one time, after giving effect to such blocker provisions, is less than the aggregate number and percentage reported herein. |
| (b) | Percent of class:
Aurum: 28.1%
Morris Kahn: 28.1% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Aurum: 5,001,561
Morris Kahn: 0
|
| | (ii) Shared power to vote or to direct the vote:
Aurum: 0
Morris Kahn: 5,001,561
|
| | (iii) Sole power to dispose or to direct the disposition of:
Aurum: 5,001,561
Morris Kahn: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Aurum: 0
Morris Kahn: 5,001,561
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)