Exhibit 99.1

polypid Ltd.

Notice of ANNUAL General Meeting of shareholders

Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of PolyPid Ltd. (“PolyPid” or the “Company”) will be held on April 13, 2021 at 11:00 a.m. Israel time at the Company’s office, located at 18 Hasivim Street, Petach Tikva 495376, Israel, for the following purposes:

Our board of directors (the “Board of Directors”) recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy statement.

Shareholders of record at the close of business on March 10, 2021 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

A form of proxy for use at the Meeting is attached to the proxy statement, together with a return envelope, will be sent to holders of the Company’s ordinary shares, no par value (the “Ordinary Shares”). By appointing “proxies,” shareholders holders may vote at the Meeting whether or not they attend. If a properly executed proxy in the attached form is received by the Company at least 4 hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a “FOR”. Shareholders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Yechiam Cohen, Secretary and General Counsel of the Company and Orna Blum, Assistant Secretary and Legal Counsel of the Company, or to vote in person at the Meeting.

If your shares are held through a bank, broker or other nominee, they are considered to be held in “street name” and you are the beneficial owner with respect to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial owner at the Meeting, and must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. If your shares were held in “street name,” as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting. Brokers who hold shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. Proposal No. 1 on the agenda of the Meeting is considered routine. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a “broker non-vote” occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.

POLYPID LTD.

PETACH TIKVA, ISRAEL

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 13, 2021

The enclosed proxy is being solicited by the board of directors (the “Board of Directors”) of PolyPid Ltd. (the “Company”) for use at the Company’s annual general meeting of shareholders (the “Meeting”) to be held on April 13, 2021, at 11:00 a.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the “Ordinary Shares”) covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of each of the proposals described in this proxy statement.

Two or more shareholders present, personally or by proxy, holding in the aggregate not less than one-third (1/3) of the Company’s outstanding Ordinary Shares, shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand adjourned until April 20, 2021, at 11:00 a.m. Israel time. If a quorum is not present at the second meeting within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall be deemed a quorum, and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

Pursuant to the Israeli Companies Law, 5799-1999 (the “Companies Law”), Proposals No. 1 and 2 described hereinafter, require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposals (a “Simple Majority”). The vote for re-appointing each of the directors as set forth in Proposal No. 2 shall be made separately.

Proposals No. 3, 4 and 6 are subject to the fulfillment of the voting requirement above and also one of the following additional voting requirements: (i) the majority of the shares that are voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares of the shareholders mentioned in clause (i) above that are voted against such Proposal does not exceed two percent (2%) of the total voting rights in the Company (the “Special Majority”).

For this purpose, “Personal Interest” is defined under the Companies Law as: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder’s spouse, siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the Company.

For this purpose, a “controlling shareholder” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company; in the context of a transaction with an interested party, a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting rights in the company, is also presumed to be a controlling shareholder. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company’s offices at 18 Hasivim Street, Petach Tikva 495376, Israel. Any Position Statement received will be furnished to the U.S. Securities and Exchange Commission (“SEC”) on a Report on Form 6-K, and will be made available to the public on the SEC’s website at www.sec.gov. Position Statements should be submitted to the Company no later than April 2, 2021. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors response to the Position Statement will be submitted no later than April 8.

One shareholder or more holding Ordinary Shares which reflect 5% or more of the Company’s share capital and voting rights (937,257 shares) is entitled to examine the proxy and voting material.

It is noted that there may be changes on the Agenda after publishing the Proxy, and there may be Position Statements which can be published. Therefore, the most updated Agenda will be furnished to the SEC on a Report on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.

PROPOSAL 1 

TO RE-APPOINT KOST FORER GABBAY & KASIERER, CERTIFIED PUBLIC ACCOUNTANTS (ISR.), A MEMBER FIRM OF EY GLOBAL, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY

Under the Israeli Companies Law, the appointment of independent public accountants requires the approval of the shareholders of the Company.

The Board of Directors has authorized and approved the appointment of the accounting firm of EY Israel - Kost Forer Gabbay & Kasierer, Certified Public Accountants (Isr.), a member firm of EY Global (“EY”), as the Company’s independent registered public accounting firm for the year ending December 31, 2021, and until the next annual general meeting, and authorized the Company’s Board of Directors to determine their compensation.

The Board of Directors believes that the appointment of EY as the independent public accountants of the Company is appropriate and in the best interest of the Company and its shareholders.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to re-appoint EY as the Company’s independent registered public accounting firm for the year ending December 31, 2021, and until the next annual general meeting, and to authorize the Company’s Board of Directors to determine their compensation.”

The appointment of EY requires the affirmative vote of a Simple Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 2

TO RE-APPOINT NINE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY

Our Board of Directors is currently comprised of nine directors – Jacob Harel (Chairman), Yechezkel Barenholz, Nir Dror, Chaim Hurvitz, Itzhak Krinsky, Anat Tsour Segal, Robert B. Stein, Stanley Stern and Mr. Weisberg. Each of Mr. Harel, Dr. Barenholz, Mr. Dror, Mr. Hurvitz, Mr. Krinsky, Ms. Segal and Dr. Stein qualifies as an independent director under the Nasdaq Stock Market rules.

It is proposed to re-appoint Mr. Harel, Dr. Barenholz, Mr. Dror, Mr. Hurvitz, Mr. Krinsky, Ms. Segal, Dr. Stein, Mr. Stern and Mr. Weisberg, as members of the Board of Directors to hold office until the close of the next annual general meeting, unless their office becomes vacant earlier in accordance with the provisions of the Companies Law and the Company’s Articles of Association (the “Articles”), unless otherwise provided in the Articles. Each director nominee has certified to us that he or she complies with all requirements under the Companies Law for serving as a director.

In their capacity as members of the Company’s Board of Directors, the re-appointed directors, other than Mr. Weisberg, shall be entitled to following fees: (i) an annual fee of NIS 37,000 (approximately $11,350) to directors located in Israel; $20,000 to the non-Israeli directors and $25,000 to our Chairman; and (ii) an attendance fee of NIS 2,480_(approximately $760) per meeting of the Board or a committee thereof, (NIS 1,480 (approximately $454) for a Zoom/telephonic meeting), which amounts are less than the maximum amounts set forth in the second and third appendices of the Companies Regulations (Rules Concerning Compensation and Expenses of an External Director), 5760-2000. In addition, each non-employee director being re-elected will be granted options to purchase 9,375 shares of the Company at an exercise price equal to the closing price of the Company’s Ordinary Shares on the date of the Meeting, which will vest over four quarters.

In addition, in their capacity as members of the Board of Directors, the re-appointed directors shall continue to be entitled to the same insurance, indemnification and exculpation arrangements, as are currently in effect for the Company’s officers and directors; all of which are in accordance with the Articles and the Company’s Compensation Policy.

A brief biography of each nominee is set forth below:

Mr. Jacob Harel has served as a director since November 2017 and the chairman of our Board of Directors since December 2017. Mr. Harel currently serves as the Chief Executive Officer of The Harel Group, a consulting firm that provides business development support to pharmaceutical companies, which he founded in 2014. He holds a B.S. in economics from Haifa University and an M.B.A. from Tel Aviv University.

Dr. Yechezkel Barenholz, Ph.D. has served as a director since April 2008. Dr. Barenholz currently serves as head of the Laboratory of Membrane and Liposome Research at the Department of Biochemistry of the Hadassah Medical School at the Hebrew University of Jerusalem, a position he has held since 1978. He is the co-inventor of Doxil, the first nano-delivery system approved by the FDA. He holds a B.S., M.S. and Ph.D. in biochemistry from the Hebrew University of Jerusalem.

Mr. Nir Dror has served as a director since May 2020. Mr. Dror currently serves as the Chief Financial Officer of Aurum Ventures M.K.I. Ltd., a position he has held since 2013. He holds a B.A. and L.L.M. from Tel Aviv University and an M.B.A. from the University of Michigan.

Mr. Chaim Hurvitz has served as a director since February 2016. Mr. Hurvitz currently serves as Chief Executive Officer of CH Health, a private venture capital firm, a position he has held since May 2011. He served as chairman of Galmed Pharmaceuticals Ltd. from 2011 to December 2018 and a director of UroGen Pharma Ltd. from May 2013 to December 2017. He holds a B.A. in political science and economics from Tel Aviv University.  

Dr. Itzhak Krinsky, Ph.D. has served as a director since January 2019. Dr. Krinsky previously worked at Teva Pharmaceuticals Industries Ltd., most recently as a Senior Executive, Special Assignments from May 2016 to February 2017 and as the Chairman of Teva Japan and South Korea and Head of Business Development, Asia Pacific from October 2012 to April 2016. Dr. Krinsky serves as a director of Globrands Ltd., Wavelength Pharmaceuticals Ltd., and Noramco Inc.,and served as a director of Kamada Ltd. from November 2017 to November 2019. He holds a B.A. and M.A. in economics from Tel Aviv University and a Ph.D. in economics from McMaster University.

Ms. Anat Tsour Segal has served as a director since April 2008. Ms. Segal founded Anat Segal Consulting & Technology Investments, an independent consulting and investment banking practice advising Israeli technology and healthcare companies, in January 2000. She has served as Chief Executive Officer of Capital Nature since October 2018. From April 2003 to February 2016, she also served as the founder, chief executive officer and a director of Xenia Venture Capital. She holds a B.A. in economics and management, an M.B.A. in finance and an LL.B. from Tel Aviv University.

Dr. Robert B. Stein, M.D., Ph.D., has served as a director since June 2020. Dr. Stein currently serves as an Operating Partner at Samsara BioCapital, a position he has held since January 2018, and he is the Principal Consultant at RBS Biotech Consulting, LLC, which he founded in August 2008. He previously served as the Chief Scientific Officer and Head of Research and Development of Agenus Inc. from January 2014 to January 2016 and as the President of Research and Development from January 2016 to April 2017. He has served on the boards of directors of Protagenic Therapeutics, Inc. since February 2016 and Taro Pharmaceutical Industries Ltd. since February 2020. In August 2012, Dr. Stein filed a petition for personal bankruptcy under Chapter 7 and Chapter 11 of the federal bankruptcy laws, which was subsequently discharged in May 2013. He holds a B.S. in biology and chemistry from Indiana University and an M.D. and a Ph.D. in physiology and pharmacology from Duke University.

Mr. Stanley Stern has served as a director since June 2020. Mr. Stern currently serves as the President of Alnitak Capital Partners, a position he has held since he co-founded the firm in February 2013. He has served as the chairman of the board of directors of Audiocodes Ltd. since December 2012 and has served as a member of the board of directors of Foamix, Ltd. since 2014, Ormat Technologies, Inc. since November 2015 and Ekso Bionics Holdings, Inc. since December 2014. He holds a B.A. in economics and accounting from the City University of New York, Queens College and an M.B.A. from Harvard University.

Mr. Amir Weisberg has served as our Chief Executive Officer and a director since October 2010. From 2007 to 2010, Mr. Weisberg served as the chief executive officer of Implant Protection Ltd. He has over 20 years of entrepreneurial experience, including as chief executive officer of several startup companies in the life science sphere.

The Company’s shareholders will be requested to adopt the following resolutions at the Meeting:

The approval of these proposals, as described above, requires the affirmative vote of a Simple Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposals.

PROPOSAL 3

To approve A BONUS AND certain terms of compensation of Mr. Amir Weisberg, the Company’s Chief Executive Officer and director

Mr. Amir Weisberg has served as the Company’s Chief Executive Officer and as a Director since October 2010.

At a meeting of the Compensation Committee of the Board of Directors (the “Committee”) held on February 4, 2021, the Committee reviewed and recommended, and the Board of Directors at its meeting held on February 8, 2021 subsequently approved, an individual bonus target (i.e., 100%) for Mr. Weisberg in the amount of six-monthly salaries (the “Weisberg Bonus”), based on milestones to be determined by the Board of Directors at the beginning of each year for the coming year. The Weisberg Bonus is within the boundaries of the Company’s Compensation Policy.

Additionally, at a meeting of the Committee held on February 4, 2021, the Committee reviewed and recommended, and the Board of Directors at its meeting held on February 8, 2021 subsequently approved, to increase Mr. Weisberg’s monthly compensation to NIS 100,723, as long as Mr. Weisberg is based in Israel (the “Weisberg Amended Compensation”). Prior to the increase in salary, Mr. Weisberg’s monthly salary was NIS 79,027, and in addition he was entitled to a $8,333 (approximately NIS 27,166) special monthly pay. Given the limitation in travel in the past year due to the COVID-19 pandemic, it was agreed to swap the $8,333 for a lesser increase in salary, and therefore, the Weisberg Amended Compensation shall be in effect as from August 11, 2020, the commencement date of his previous arrangement.

When considering the Weisberg Bonus and Weisberg Amended Compensation, our Committee and Board of Directors considered numerous factors, including optimizing the compensation mechanism for Mr. Weisberg due to economic instability, caused by COVID-19, and creation of appropriate incentives for him.

The Committee and the Board of Directors also considered, among other things, the Company’s size and the nature of its operations, and reviewed various data and information they deemed relevant, including comparative data regarding peer companies.

Accordingly, the Committee and Board of Directors determined that setting the Weisberg Bonus terms and the Weisberg Amended Compensation is in compliance with the provisions of the Compensation Policy, is warranted, and in the Company’s best interest.

On June 18, 2020, the Company’s Shareholders voted to approve a grant of 90,000 options to Mr. Weisberg. (the “June Options”). The June Options carried the standard terms under the Company’s 2012 Share Option Plan (the “Share Plan”), which allows for exercise of the vested options for up to three calendar months in the event of cessation of service of the employee. All of Mr. Weisberg’s previous grants of options carried a post cessation of services term of one year, as permitted under the Share Plan, as to allow Mr. Weisberg to sell over a longer time span and not to cause him to sell large amounts of shares in a short period, which could have a negative impact on the market price of our shares. Following the June Options grant, the Committee reviewed and recommended, and the Board of Directors at its meeting held on November 9, 2020 subsequently approved, to extend to one year the period during which the June Options may be exercised in the event of cessation of service of Mr. Weisberg (such extension is hereby defined as the “June Options Extension”).

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the Weisberg Bonus, the Weisberg Amended Compensation and the June Options Extension.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 4

To approve the grant of a performance recognition bonus to Ms. Dikla Czaczkes Akselbrad, the Company’s Chief Financial Officer and Executive Vice President

Mr. Dikla Czaczkes Akselbrad has served as the Company’s Executive Vice President and Chief Financial Officer since December 2016.

The shareholders of the Company will be requested to approve Ms. Czaczkes Akselbrad’s performance recognition bonus in the amount of $35,738.

At a meeting held on July 20, 2020 and at a meeting held on August 18, 2020 (together, the “Initial Meetings”), the Committee and Board of Directors respectively approved Ms. Czaczkes Akselbrad’s performance recognition bonus in the amount of $90,000 (the “Recognition Bonus”).

When considering the proposed compensation for the Chief Financial Officer, our Committee and Board of Directors considered numerous factors, including creation of appropriate incentives and encouragement to keep her as an officer in the Company. The Committee and the Board of Directors also considered, among other things, the Company’s size and the nature of its operations, and reviewed various data and information they deemed relevant. To that end, the performance recognition bonus is targeted to reflect Ms. Czaczkes Akselbrad’s individual performance in the Company’s ongoing operation while taking into account Ms. Czaczkes Akselbrad’s skills, education, expertise and achievements.

Subsequent to the Initial Meetings, on August 18, 2020 and October 5, 2020, the Committee and the Board of Directors, respectively, approved to immediately pay Ms. Czaczkes Akselbrad the maximum bonus permitted under the Company’s Compensation Policy that would not require shareholders’ approval (the “Partial Bonus”), in the amount of $54,262.

Accordingly, shareholders of the Company will be requested to approve the difference between the Recognition Bonus and the Partial Bonus, in the amount of $35,738, which exceeds the limitations set forth in the Company’s Compensation Policy.

The shareholders of the Company will be requested to adopt the following resolution at the Meeting:

“RESOLVED, to approve the payment of the Partial Bonus in the amount of $35,738 to Ms. Czaczkes Akselbrad.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 5

TO INCREASE THE ANNUAL COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY

Currently, the annual fee paid to the Chairman of our Board of Directors is $25,000 plus approximately $454 per meeting. This fee was determined while the Company was still a private company. The Company has conducted a comparative review of the annual chairmanship fee paid at peer public companies, and such research has shown that the current annual fee paid to our Chairman is below the average. Therefore, it has been recommended to increase the Chairman’s annual fee to better compensate him for the extended work as Chairman of a public company and to reflect the increased responsibility entailed in serving on the Board of our Company.

At a meeting of the Committee held on March 2, 2021, the Committee reviewed and recommended, and the Board of Directors at its meeting held on March 4, 2021, subsequently approved, to increase the annual flat fee paid to the Chairman of our Board of Directors to $50,000, with no per meeting payments. The increase in the annual fee to the Company’s Chairman of the Board of Directors is within the boundaries of the Company’s Compensation Policy.

Accordingly, shareholders of the Company will be requested to approve the increase to the annual fee paid to the Chairman of our Board of Directors to $50,000, and no additional per meeting payments.

The shareholders of the Company will be requested to adopt the following resolution at the Meeting:

“RESOLVED, to approve the increase to the annual fee paid to the Chairman of our Board of Directors to $50,000.”

The approval of this proposal, as described above, requires the affirmative vote of a Simple Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 6

TO AMEND THE COMPANY’S COMPENSATION POLICY

Pursuant to the Companies Law, all public Israeli companies are required to adopt a written compensation policy for their executives and directors, which addresses certain items prescribed by the Companies Law and serves as a flexible framework for executive and director compensation. Accordingly, on June 18, 2020, the Company’s shareholders approved the Compensation Policy for the Company’s directors and officers. On February 4, 2021, and February 8, 2021, the Committee and Board respectively reviewed in depth the terms of the Compensation Policy, and approved an amendment to the Compensation Policy (the “Amended Compensation Policy”). The proposed changes are aimed to better adopt our Compensation Policy to current actual work environment and conditions, while not changing the maximum amounts already set in the current Policy.

The purpose of the proposed amendment is to update the Compensation Policy to meet the changing legal and business environment in which the Company operates and the compensation needs of its officers. The Committee and Board believe that the proposed amendments to the Compensation Policy will allow the Company to pay competitive salaries and award competitive bonuses.

When considering the proposed Amended Compensation Policy, the Committee and Board considered numerous factors, including the advancement of the Company’s objectives, the Company’s business plan and its long-term strategy, and creation of appropriate incentives for its executive officers. The Committee and the Board also considered, among other things, the Company’s risk management, size and the nature of its operations, and reviewed various data and information they deemed relevant.

The proposed Amended Compensation Policy is designed to promote retention and motivation of executive officers, incentivize superior individuals’ excellence, align the interests of the Company’s directors and executive officers with the long-term performance of the Company and provide a risk management tool. To that end, a portion of an executive officer compensation package is targeted to reflect the Company’s short and long-term goals, as well as the executive officer’s individual performance, while taking into account each executive’s skills, education, expertise and achievements.

A marked copy of the Amended Compensation Policy indicating the proposed amendments is attached hereto as Exhibit A.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to amend and restate the Compensation Policy for the Company’s directors and officers, in the form attached as Exhibit A to the Proxy Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

DISCUSSION OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE YEAR ENDED

DECEMBER 31, 2020

Pursuant to the Israeli Companies Law, the Company is required to present the Company’s audited financial statements for the year ended December 31, 2020, to the Company’s shareholders. The financial statements are available on the Company’s website at the following address:

https://investors.polypid.com/financial-information/sec-filings

The contents of the Company’s website are not part of this proxy statement.

At the Meeting, shareholders will have an opportunity to review, ask questions and comment on the Company’s audited consolidated financial statements for the year ended December 31, 2020.

This agenda item will not involve a vote by the shareholders, and accordingly there is no proposed resolution.

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

Proxies and all other applicable materials should be sent to:

American Stock Transfer and Trust Company, LLC.

6201 15th Avenue

Brooklyn, NY 11219

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Annual General Meeting of Shareholders and the proxy statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED MARCH 5, 2021. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN MARCH 5, 2021, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

Compensation Policy

PolyPid Ltd.

(the “Company”)