EXHIBIT 99.3
POLYPID LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mr. Tal Vilnai, Secretary and General Counsel of PolyPid Ltd. (the “Company”), and Ms. Orna Blum, Assistant Secretary and Legal Counsel of the Company, and each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of the Company which the undersigned is entitled to vote at the Annual and Extraordinary General Meeting of Shareholders (the “Meeting”) to be held on July 15, 2026 at 2:00 p.m. Israel time, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Annual and Extraordinary General Meeting of Shareholders and proxy statement relating to the Meeting.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
POLYPID LTD.
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Date of Meeting: July 15, 2026
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
| 1. | To re-elect Kost Forer Gabbay & Kasierer, Certified Public Accountants, as the independent registered public accountants of the Company, and to authorize the Company’s Board of Directors to determine their compensation, until the next annual general meeting of the Company’s shareholders, as set forth in Proposal No. 1 of the Proxy Statement. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2. | To adopt the following resolutions, as set forth in Proposal No. 2 of the Proxy Statement: |
| 2.1 | To re-elect Ms. Dikla Czaczkes Akselbrad as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.2 | To re-elect Ms. Brooke Story as member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve her compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.3 | To re-elect Prof. Yechezkel Barenholz as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.4 | To re-elect Mr. Joseph BenAmram as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.5 | To re-elect Mr. Nir Dror as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.6 | To re-elect Mr. Yitzchak Jacobovitz as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.7 | To re-elect Dr. Itzhak Krinsky as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 2.8 | To re-elect Dr. Robert B. Stein as a member of the Company’s Board of Directors, until the next annual general meeting of the Company’s shareholders and approve his compensation. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 3. | To approve an amendment to the terms of non-executive directors’ annual options grant, as set forth in Proposal No. 3 of the Proxy Statement. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
| 4. | To approve an option grant for the Company’s Chief Executive Officer, Ms. Dikla Czaczkes Akselbrad, as set forth in Proposal No. 4 of the Proxy Statement. |
| ☐ | FOR | ☐ | AGAINST | ☐ | ABSTAIN |
PLEASE NOTE: By signing and submitting this proxy card, you declare that you are not a controlling shareholder of the Company (as defined in the Israeli Companies Law 5759-1999) (the “Companies Law”), and/or have no personal interest in the approval of any of the items that are proposed for approval at the annual and extraordinary general meeting of shareholders, which require such declaration under the Companies Law, except as notified to the Company via Email to Mr. Tal Vilnai, e-mail address: Tal.V@polypid.com .
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
| NAME | SIGNATURE | DATE | ||
| NAME | SIGNATURE | DATE |
Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.