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Filing Details

Accession Number:: 0001213900-25-013802
Form Type:: 13G Filing
Publication Date:: 2025-02-13 19:00:00

Filed By:: Rodney Hodges
Company:: Polypid Ltd. (NASDAQ:PYPD)
Filing Date:: 2025-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Aggregate Shares	Percent of Class
Rodney Hodges	2,242,767	19.9%
POD Sarl	2,242,767	19.9%
Geneva Holding Company (GHC) SA	2,242,767	19.9%
Geneva Trust Company (GTC) SA	2,242,767	19.9%
Centaurus Investments Limited	2,210,717	19.6%
Xenia Venture Capital Limited	1,711,792	15.5%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

PolyPid Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

M8001Q126

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

M8001Q126

Names of Reporting Persons

Rodney Hodges

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,242,767.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,242,767.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,242,767.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (1) Includes 860,764 warrants held by Xenia Venture Capital Limited and 274,471 warrants held by Oriella Limited, exercisable within 60 days of February 14, 2025. (2) Percentage is based on the 10,190,904 Ordinary Shares of the Issuer that were outstanding as of January 17, 2025, based on information contained in the Form F-3 filed by the Issuer on January 21, 2025.

SCHEDULE 13G

CUSIP No.

M8001Q126

Names of Reporting Persons

POD Sarl

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,242,767.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,242,767.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,242,767.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M8001Q126

Names of Reporting Persons

Geneva Holding Company (GHC) SA

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,242,767.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,242,767.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,242,767.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M8001Q126

Names of Reporting Persons

Geneva Trust Company (GTC) SA

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,242,767.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,242,767.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,242,767.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M8001Q126

Names of Reporting Persons

Centaurus Investments Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,210,717.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,210,717.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,210,717.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

19.6 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

M8001Q126

Names of Reporting Persons

Xenia Venture Capital Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,711,792.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,711,792.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,711,792.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

15.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (1) Includes 860,764 warrants held by Xenia Venture Capital Limited, exercisable within 60 days of February 14, 2025. (2) Percentage is based on the 10,190,904 Ordinary Shares of the Issuer that were outstanding as of January 17, 2025, based on information contained in the Form F-3 filed by the Issuer on January 21, 2025.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

PolyPid Ltd.

(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 February 14, 2025 (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 Sarl (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 Sarl, 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 or principal business office or, if none, residence:

The principal business office of each of the Reporting Persons are: Rodney Hodges, Rue de l'Athenee 34, 1206 Geneve, Switzerland POD Sarl, Rue de l'Athenee 34, 1206 Geneve, Switzerland Geneva Holding Company (GHC) SA, Rue de l'Athenee 34, 1206 Geneve, Switzerland Geneva Trust Company (GTC) SA, Rue de l'Athenee 34, 1206 Geneve, Switzerland Centaurus Investments Limited, Rue de l'Athenee 34, 1206 Geneve, Switzerland Xenia Venture Capital Limited, Yigal Alon 76, 6706701 Tel Aviv, Israel

(c)

Citizenship:

POD Sarl, 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

(e)

CUSIP No.:

M8001Q126

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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

Reporting Person Number of Ordinary Shares Rodney Hodges2,242,767 POD Sarl2,242,767 Geneva Holding Company (GHC) SA2,242,767 Geneva Trust Company (GTC) SA2,242,767 Centaurus Investments Limited2,210,717 Xenia Venture Capital Limited1,711,792

(b)

Percent of class:

Reporting Person Percentage of Class Rodney Hodges 19.9 % POD Sarl 19.9 % Geneva Holding Company (GHC) SA 19.9 % Geneva Trust Company (GTC) SA 19.9 % Centaurus Investments Limited 19.6 % Xenia Venture Capital Limited 15.5 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Rodney Hodges: 0 POD Sarl: 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:

(iii) Sole power to dispose or to direct the disposition of:

Rodney Hodges: 0 POD Sarl: 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: 2,242,767 POD Sarl: 2,242,767 Geneva Holding Company (GHC) SA: 2,242,767 Geneva Trust Company (GTC) SA: 2,242,767 Centaurus Investments Limited: 2,210,717 Xenia Venture Capital Limited: 1,711,792 Based on the Form F-3 filed by the Issuer on January 21, 2025, there were 10,190,904 Ordinary Shares of the Issuer outstanding as of January 17, 2025.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

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.

Certifications:

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.

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

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges
Date:	02/14/2025

POD Sarl

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory
Date:	02/14/2025

Geneva Holding Company (GHC) SA

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory
Date:	02/14/2025

Signature:	/s/ Tobias Reinmann
Name/Title:	Tobias Reinmann/Authorized Signatory
Date:	02/14/2025

Geneva Trust Company (GTC) SA

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory
Date:	02/14/2025

Signature:	/s/ Tobias Reinmann
Name/Title:	Tobias Reinmann/Authorized Signatory
Date:	02/14/2025

Centaurus Investments Limited

Signature:	/s/ Rodney Hodges
Name/Title:	Rodney Hodges/Authorized Signatory for and on behalf of Champel Directors Limited
Date:	02/14/2025

Signature:	/s/ Tobias Reinmann
Name/Title:	Tobias Reinmann/Authorized Signatory for and on behalf of Florissant Global Limited
Date:	02/14/2025

Xenia Venture Capital Limited

Signature:	/s/ Eli Sorzon
Name/Title:	Eli Sorzon/Authorized Signatory
Date:	02/14/2025

Exhibit Information

99.1 Joint Filing Agreement, dated September 20, 2023, among Rodney Hodges, Geneva Holding Company (GHC) SA, Geneva Trust Company (GTC) SA, Centaurus Investments Limited, POD Sarl and Xenia Capital Limited (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed Centaurus Investments Limited by on September 20, 2023). https://www.sec.gov/Archives/edgar/data/1611842/000121390023078066/ea185222ex99-1_polypid.htm