Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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: November 2024 (Report No. 3)

 

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

 

 

 

 

 

 

CONTENTS

 

Attached hereto and incorporated herein is PolyPid Ltd.’s (the “Registrant”) press release issued on November 29, 2024, titled “PolyPid Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance,” a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

 

This Report is incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-276826, File No. 333-280658 and File No. 333-281863) and Form S-8 (File No. 333-239517, File No. 333-271060, File No. 333-277703 and File No. 333-280662) 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and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.
99.1		Press release issued by PolyPid Ltd. on November 29, 2024, titled “PolyPid Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance.”

 

2

 

 

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.

 

	POLYPID LTD.
Date: November 29, 2024	By:	/s/ Dikla Czaczkes Akselbrad
		Name:	Dikla Czaczkes Akselbrad
		Title:	Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

PolyPid Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance

 

PETACH TIKVA, Israel, November 29, 2024 (GLOBE NEWSWIRE) – PolyPid Ltd. (Nasdaq: PYPD) (“PolyPid” or the “Company”), a late-stage biopharma company aiming to improve surgical outcomes, today announced that it has received a written notification (the “Notification Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, listing Rule 5550(b)(1), due to its failure to maintain a minimum of $2,500,000 in stockholders’ equity. In the Company’s Form 6-K dated November 13, 2024, the Company reported stockholders’ equity of approximately $2,158,000 as of September 30, 2024.

 

In accordance with Nasdaq rules, the Company has 45 calendar days, or until January 9, 2025, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Notification Letter has no immediate effect on the Company’s listing on the Nasdaq Capital Market, and during the grace period, as may be extended, the Company’s ordinary shares will continue to trade on Nasdaq under the symbol “PYPD”.

 

Outcome of the unblinded interim analysis in Company’s ongoing SHIELD II Phase 3 trial evaluating D-PLEX₁₀₀ for the prevention of abdominal colorectal surgical site infections is expected in December 2024. Under the terms of the Company’s private placement financing that closed in January 2024 (“January PIPE”), the Company has the potential to secure an additional $18.5 million if the unblinded interim analysis results in the stopping of the trial due to positive efficacy and all warrants are exercised. In addition, under the terms of the private placement financing that closed in August 2024 (“August PIPE”), the Company has the potential to secure an additional $6.1 million if the unblinded interim analysis results in either the stopping of the trial due to positive efficacy, or continuation to planned patient recruitment (up to 630 subjects) and all warrants are exercised. The Company expects that it will be able to demonstrate compliance with the Nasdaq stockholders’ equity requirement if warrants issued under the January PIPE and the August PIPE are exercised.

 

About PolyPid

 

PolyPid Ltd. (Nasdaq: PYPD) is a late-stage biopharma company aiming to improve surgical outcomes. Through locally administered, controlled, prolonged-release therapeutics, PolyPid’s proprietary PLEX (Polymer-Lipid Encapsulation matriX) technology pairs with Active Pharmaceutical Ingredients (APIs), enabling precise delivery of drugs at optimal release rates over durations ranging from several days to months. PolyPid’s lead product candidate D-PLEX₁₀₀ is in Phase 3 clinical trial for the prevention of abdominal colorectal surgical site infections. In addition, the Company is currently in preclinical stages to test the efficacy of OncoPLEX for the treatment of solid tumors, beginning with glioblastoma.

 

For additional Company information, please visit http://www.polypid.com and follow us on Twitter and LinkedIn.

 

 

 

 

Forward-looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses regaining compliance with Nasdaq’s continued listing requirements, the timing and effect thereof, and Company’s expectation that if warrants issued in the January PIPE and August PIPE are exercised, the Company will be able to demonstrate compliance with the Nasdaq stockholders’ equity requirement. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed on March 6, 2024. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

 

References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. PolyPid is not responsible for the contents of third-party websites.

 

Contacts:

 

PolyPid Ltd. 

Ori Warshavsky

COO – US

908-858-5995

[e-mail]

 

Investors:

 

Brian Ritchie

LifeSci Advisors

212-915-2578

[e-mail]

 

 

 

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