PolyPid raises share sales program limit from $8,250,000 to $15,000,000

The higher limit

PolyPid Ltd. filed Prospectus Supplement No. 2 on November 26, 2025. It raises the maximum aggregate offering price of ordinary shares that may be sold under its sales agreement with Oppenheimer & Co. Inc. from $8,250,000 to $15,000,000. The sales agreement is dated November 8, 2024, and the supplement amends a base prospectus dated July 12, 2024, filed under Form F-3 registration No. 333-280658.

The supplement says that, under the prior prospectus as amended, PolyPid may now offer and sell ordinary shares with an aggregate offering price of up to $15,000,000. It does not say that any shares have been sold under the new amount, and it gives no timetable for sales.

Who sells and how

Oppenheimer & Co. Inc. acts as sales agent on a best efforts basis. The supplement says Oppenheimer is not required to sell any specific number or dollar amount of securities. Sales may be made as at the market offerings as defined in Rule 415 under the Securities Act. There is no arrangement for funds to be received in escrow, trust or a similar arrangement.

Oppenheimer receives a commission of 3.0% of the gross sales price per share. PolyPid has also agreed to reimburse Oppenheimer for certain specified expenses, including the fees and disbursements of its legal counsel, in an amount not to exceed $40,000. The supplement says Oppenheimer will be deemed an underwriter under the Securities Act for those sales, and that PolyPid has agreed to indemnify and provide contribution to Oppenheimer for certain liabilities. It names no other underwriter, placement agent or financial advisor, and it names no company counsel.

The float and the recent price

The supplement puts the aggregate market value of ordinary shares held by non-affiliates at $65,953,832. That figure is based on 17,175,477 shares held by non-affiliates at $3.84 per share, the closing price on October 30, 2025. On November 25, 2025, the last reported sale price on the Nasdaq Capital Market under the symbol PYPD was $3.68 per ordinary share.

The company says it has sold approximately $4,951,833 of securities under the General Instruction I.B.5 limits during the 12 calendar months ending on the date of the supplement, including amounts sold under the prior prospectus. The supplement does not break that total down by month.

The two prices cited in the supplement, $3.84 on October 30 and $3.68 on November 25, show the shares moving lower over that stretch.

What the supplement leaves out

The supplement does not give cash on hand, a net loss or an operating cash figure. It does not say how the company plans to use the proceeds from sales under the higher limit.

It also does not say how much of the earlier $8,250,000 limit has been used under the sales agreement, apart from the 12-month total of securities sold.

Risks in the annual report

PolyPid's Form 20-F, filed February 26, 2025, says the company is heavily dependent on the success of D-PLEX 100. It warns that it may be difficult to sell product candidates profitably if coverage and reimbursement are limited by government authorities or third-party payor policies. It also says the market price of its ordinary shares may be highly volatile, and that holders may not be able to resell shares at or above the price they paid.

Those warnings sit beside the supplement's own price history. An at the market program sells shares at prevailing prices, so any drop in the stock would apply to each sale under the new limit.

What comes next

The filing sets no timetable for sales under the higher limit. Any sales would be made through Oppenheimer on a best efforts basis, at prevailing prices, and each sale would add shares that dilute existing holders. The supplement does not say whether the company intends to use the full $15,000,000.

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