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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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PolyPid Ltd. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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
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| CUSIP No. |
| 1 | Names of Reporting Persons
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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,722,707.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,722,707.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,722,707.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,624,307.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,892,462.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| 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 Amendment No. 3 (the "Amendment) to the Statement of Beneficial Ownership on Schedule 13G originally filed on September 20, 2023 (the "Schedule 13G"), as amended on October 28, 2024, and as further amended on February 14, 2025, 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; (all of which, above, are the "Reporting Entities"); and (v) Rodney Hodges (the "Reporting Individual"), (each a "Reporting Person" and, collectively, the "Reporting Persons"). This Amendment to 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 Amendment to 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. Mr. Rodney Hodges holds 100% of the share capital of 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 Geneva, Switzerland Geneva Holding Company (GHC) SA, Rue de l'Athenee 34, 1206 Geneva, Switzerland Geneva Trust Company (GTC) SA, Rue de l'Athenee 34, 1206 Geneva, Switzerland Centaurus Investments Limited, Woodbourne Hall, PO Box 3162, Road Town, Tortola VG 1110, British Virgin Islands, Xenia Venture Capital Limited, Yigal Alon 76, 6706701 Tel Aviv, Israel |
| (c) | Citizenship:
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.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Reporting Person Number of Ordinary Shares Rodney Hodges 2,722,707 Geneva Holding Company (GHC) SA 2,722,707 Geneva Trust Company (GTC) SA 2,722,707 Centaurus Investments Limited 2,624,307 Xenia Venture Capital Limited 1,892,462 |
| (b) | Percent of class:
Reporting Person Percentage of Class Rodney Hodges 13.4% Geneva Holding Company (GHC) SA 13.4% Geneva Trust Company (GTC) SA 13.4% Centaurus Investments Limited 12.9% Xenia Venture Capital Limited 9.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Rodney Hodges: 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: 2,722,707 Geneva Holding Company (GHC) SA: 2,722,707 Geneva Trust Company (GTC) SA: 2,722,707 Centaurus Investments Limited: 2,624,307 Xenia Venture Capital Limited: 1,892,462 | |
| (iii) Sole power to dispose or to direct the disposition of:
Rodney Hodges: 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: 2,722,707 Geneva Holding Company (GHC) SA: 2,722,707 Geneva Trust Company (GTC) SA: 2,722,707 Centaurus Investments Limited: 2,624,307 Xenia Venture Capital Limited: 1,892,462 Based on information contained in the Report on Form 6-K filed by the Issuer on August 12, 2026, there were 20,311,766 Ordinary Shares of the Issuer outstanding as of June 30, 2026. | |
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| 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.
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Exhibit Information
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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 Venture 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 |