Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
28 Octubre 2024 - 2:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. 1)*
PolyPid Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M8001Q126
(CUSIP Number)
Rodney Hodges
Director
c/o Geneva Trust Company (GTC) SA, Rue de l’Athénée 34
1206
Genève, Switzerland
Tel +41 22 789 1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | 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).
CUSIP No. M8001Q126 |
13G/A |
Page 2 of 13 Pages |
1. |
NAMES OF REPORTING PERSON
Rodney Hodges |
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
United Kingdom |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
632,431 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
632,431 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,431 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%(1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | Percentage is based on the 6,803,478 Ordinary Shares of the
Issuer that were outstanding as of August 27, 2024, based on information contained in the Form F-3 filed by the Issuer on August 30,
2024. |
CUSIP No. M8001Q126 |
13G/A |
Page 3 of 13 Pages |
1. |
NAMES OF REPORTING PERSON
POD Sàrl |
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
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
632,431 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
632,431 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,431 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%(1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
CO |
| (1) | Percentage is based on the 6,803,478 Ordinary Shares of the
Issuer that were outstanding as of August 27, 2024, based on information contained in the Form F-3 filed by the Issuer on August 30,
2024. |
CUSIP No. M8001Q126 |
13G/A |
Page 4 of 13 Pages |
1. |
NAMES OF REPORTING PERSON
Geneva Holding Company (GHC) SA |
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
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
632,431 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
632,431 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,431 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%(1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
| (1) | Percentage is based on the 6,803,478 Ordinary Shares of the
Issuer that were outstanding as of August 27, 2024, based on information contained in the Form F-3 filed by the Issuer on August 30,
2024. |
CUSIP No. M8001Q126 |
13G/A |
Page 5 of 13 Pages |
1. |
NAMES OF REPORTING PERSON
Geneva Trust Company (GTC) SA |
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
Switzerland |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
632,431 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
632,431 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,431 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%(1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
| (1) | Percentage is based on the 6,803,478 Ordinary Shares of the
Issuer that were outstanding as of August 27, 2024, based on information contained in the Form F-3 filed by the Issuer on August 30,
2024. |
CUSIP
No. M8001Q126 |
13G/A |
Page 6 of 13 Pages |
1. |
NAMES OF REPORTING PERSON
Centaurus Investments Limited |
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
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
609,642 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
609,642 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
609,642 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%(1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
(1) | Percentage is based on the 6,803,478 Ordinary Shares of the
Issuer that were outstanding as of August 27, 2024, based on information contained in the Form F-3 filed by the Issuer on August 30,
2024. |
CUSIP No. M8001Q126 |
13G/A |
Page 7 of 13 Pages |
1. |
NAMES OF REPORTING PERSON
Xenia Venture Capital Limited |
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 |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
540,468 |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
540,468 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
540,468 |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%(1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
HC |
(1) | Percentage is based on the 6,803,478 Ordinary Shares of the
Issuer that were outstanding as of August 27, 2024, based on information contained in the Form F-3 filed by the Issuer on August 30,
2024. |
CUSIP No. M8001Q126 |
13G/A |
Page
8 of 13 Pages |
Item
1.
(a) |
Name
of Issuer
PolyPid
Ltd. (the “Issuer”) |
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
18 Hasivim Street
Petach
Tikva 495376, Israel |
Item
2.
(a) |
Name
of Person Filing:
This Statement of Beneficial Ownership on Schedule
13G, filed on October 28, 2024 (the “Statement”) is being filed by each of:
(i) Xenia Venture Capital Limited;
(ii) Centaurus Investments Limited;
(iii) Geneva Holding Company (GHC) SA;
(iv) Geneva Trust Company (GTC) SA;
(v) POD Sàrl (all of
which, above, are the “Reporting Entities”); and
(vi) Rodney Hodges (the “Reporting Individual”),
(each a “Reporting Person” and, collectively, the
“Reporting Persons”). This Schedule 13G is being filed pursuant to a Joint Filing Agreement (the “Joint Filing
Agreement”), a copy of which was filed as Exhibit 99.1 to the Schedule 13G filed on September 20, 2023.
Xenia
Venture Capital Limited (“Xenia”) is an investment holding company that purchased
Ordinary Shares (as defined below) of the Issuer that are the subject of this Statement of Beneficial
Ownership on Schedule 13G. The entire share capital of Centaurus Investments Limited, the parent
holding company of Xenia, is held by Geneva Trust Company (GTC) SA (as trustee of the VT Two Trust).
Geneva Trust Company (GTC) SA (a subsidiary of Geneva Holding Company (GHC) SA), as trustee of VT
Two Trust, has the authority to dispose of and exercise control over the disposal of the assets of
the VT Two Trust. POD Sàrl, of which Mr. Rodney Hodges holds 100% of the share capital, wholly
owns Geneva Holding Company (GHC) SA.
The Reporting Individual does not make day-to-day voting or investment decisions with respect to the Ordinary Shares held by the Reporting Entities and therefore disclaims beneficial ownership of them except to the extent of his pecuniary interest therein. |
|
|
(b) |
Address
of Principal Business Office or, if None, Residence:
The
principal business office of each of the Reporting Persons are:
Rodney
Hodges, Rue de l’Athénée 34, 1206 Genève, Switzerland
POD
Sàrl, Rue de l’Athénée
34, 1206 Genève, Switzerland
Geneva
Holding Company (GHC) SA, Rue de l’Athénée 34, 1206 Genève, Switzerland
Geneva
Trust Company (GTC) SA, Rue de l’Athénée 34, 1206 Genève, Switzerland
Centaurus
Investments Limited, Rue de l’Athénée 34, 1206 Genève, Switzerland
Xenia
Venture Capital Limited, Yigal Alon 76, 6706701 Tel Aviv, Israel |
|
|
(c) |
Citizenship:
POD Sàrl, Geneva Holding Company (GHC) SA, and Geneva Trust Company
(GTC) SA are organized under the laws of Switzerland, Centaurus Investments Limited is organized under the laws of British
Virgin Islands, and Xenia Venture Capital Limited is organized under the laws of Israel. The Reporting Individual is a citizen of
the United Kingdom.
|
|
|
(d) |
Title
of Class of Securities
Ordinary shares, no par value per share (“Ordinary Shares”) |
|
|
(e) |
CUSIP
Number
M8001Q126 |
CUSIP No. M8001Q126 |
13G/A |
Page
9 of 13 Pages |
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); |
|
|
|
(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
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.
(a)
(b) Number and percentage of Issuer Ordinary Shares beneficially owned by each Reporting Person:
Reporting Person | |
Number of Ordinary Shares | | |
Percentage of Class | |
Rodney Hodges | |
| 632,431 | | |
| 9.3 | % |
POD Sàrl | |
| 632,431 | | |
| 9.3 | % |
Geneva Holding Company (GHC) SA | |
| 632,431 | | |
| 9.3 | % |
Geneva Trust Company (GTC) SA | |
| 632,431 | | |
| 9.3 | % |
Centaurus Investments Limited | |
| 609,642 | | |
| 9.0 | % |
Xenia Venture Capital Limited | |
| 540,468 | | |
| 7.9 | % |
CUSIP No. M8001Q126 |
13G/A |
Page
10 of 13 Pages |
With
respect to each of the Reporting Persons:
(a) |
Number of shares as to which the Reporting
Person has: |
|
|
|
|
(i) |
Sole
power to vote or to direct the vote:
Rodney
Hodges: 0
POD
Sàrl: 0
Geneva
Holding Company (GHC) SA: 0
Geneva
Trust Company (GTC) SA: 0
Centaurus
Investments Limited: 0
Xenia
Venture Capital Limited: 0
|
|
(ii) |
Shared
power to vote or to direct the vote:
Rodney Hodges: 632,431
POD Sàrl: 632,431
Geneva Holding Company (GHC) SA: 632,431
Geneva Trust Company (GTC) SA: 632,431
Centaurus Investments Limited: 609,642
Xenia Venture Capital Limited: 540,468
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of:
Rodney
Hodges: 0
POD
Sàrl: 0
Geneva
Holding Company (GHC) SA: 0
Geneva
Trust Company (GTC) SA: 0
Centaurus
Investments Limited: 0
Xenia
Venture Capital Limited: 0 |
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of:
Rodney Hodges: 632,431
POD Sàrl: 632,431
Geneva Holding Company (GHC) SA: 632,431
Geneva Trust Company (GTC) SA: 632,431
Centaurus Investments Limited: 609,642
Xenia Venture Capital Limited: 540,468
|
Based on the Form F-3 filed
by the Issuer on August 30, 2024, there were 6,803,478 Ordinary Shares of the Issuer outstanding as of August 27, 2024.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP No. M8001Q126 |
13G/A |
Page
11 of 13 Pages |
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
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.
CUSIP No. M8001Q126 |
13G/A |
Page
12 of 13 Pages |
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.
RODNEY HODGES |
|
POD SÀRL |
|
|
|
|
|
By: |
/s/ Rodney Hodges |
|
By: |
/s/ Rodney Hodges |
Name: |
Rodney Hodges |
|
Name: |
Rodney Hodges |
Date: |
October 28, 2024 |
|
Title: |
Authorized Signatory |
|
|
|
Date: |
October 28, 2024 |
GENEVA HOLDING COMPANY (GHC) SA |
|
XENIA VENTURE CAPITAL LIMITED |
|
|
|
By: |
/s/ Rodney Hodges |
|
By: |
/s/ Eli Sorzon |
Name: |
Rodney Hodges |
|
Name: |
Eli Sorzon |
Title: |
Authorized Signatory |
|
Title: |
Authorized Signatory |
Date: |
October 28, 2024 |
|
Date: |
October 28, 2024 |
By: |
/s/ Tobias Reinmann |
|
|
|
Name: |
Tobias Reinmann |
|
|
|
Title: |
Authorized Signatory |
|
|
|
Date: |
October 28, 2024 |
|
|
|
GENEVA TRUST COMPANY (GTC) SA |
|
|
|
By: |
/s/ Rodney Hodges |
|
Name: |
Rodney Hodges |
|
Title: |
Authorized Signatory |
|
Date: |
October 28, 2024 |
|
|
|
By: |
/s/ Tobias Reinmann |
|
Name: |
Tobias Reinmann |
|
Title: |
Authorized Signatory |
|
Date: |
October 28, 2024 |
|
|
|
CENTAURUS INVESTMENTS LIMITED |
|
|
|
By: |
/s/ Rodney Hodges |
|
Name: |
Rodney Hodges |
|
Title: |
Authorized Signatory for and on behalf of Champel Directors Limited |
|
Date: |
October 28, 2024 |
|
|
|
|
By: |
/s/ Tobias Reinmann |
|
Name: |
Tobias Reinmann |
|
Title: |
Authorized Signatory for and on behalf of Florissant Global Limited |
|
Date: |
October 28, 2024 |
|
CUSIP No. M8001Q126 |
13G/A |
Page
13 of 13 Pages |
EXHIBIT INDEX
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