REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2024 • PolyPid Ltd. • Surgical & medical instruments & apparatus
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT POLYPID LTD.PolyPid Ltd. • January 5th, 2024 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolyPid Ltd., an Israeli company (the “Company”), up to [______] ordinary shares, no par value per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to that certain Securities Purchase Agreement, dated as of January 4, 2024, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, s
PolyPid Ltd. Ordinary Shares (no par value) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 2nd, 2021 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
PolyPid Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Underwriting AgreementUnderwriting Agreement • June 22nd, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
PolyPid Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] ordinary shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional ordinary shares (the “Optional Shares”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2024 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 4, 2024 by and among PolyPid Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2023 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 29, 2023, by and among PolyPid Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
POLYPID LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2023 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
The undersigned, PolyPid Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being Subsidiaries or affiliates of PolyPid Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (the “Underwriter” or “Newbridge”) on the terms and conditions set forth herein.
PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT POLYPID LTD.PolyPid Ltd. • March 31st, 2023 • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolyPid Ltd., an Israeli company (the “Company”), up to [______] ordinary shares, no par value per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to that certain Securities Purchase Agreement, dated as of March 29, 2023, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, su
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2014 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the Company's IPO by and between Polypid Ltd. (the “Company”), and Amir Weisberg (I.D. No. 053568135), an individual residing at 24 Hacalanit, Raanna, Israel (the “Employee”).
ContractPolyPid Ltd. • June 5th, 2020 • Surgical & medical instruments & apparatus
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
POLYPID LTD. (the “Company”) OFFICER INDEMNITY AND EXCULPATION AGREEMENTOfficer Indemnity and Exculpation Agreement • June 22nd, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT, dated as of , is between PolyPid Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and , a director or officer of the Company (the “Indemnitee”).
Second Addendum of Lease Agreement dated March 27, 2014PolyPid Ltd. • June 5th, 2020 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014 the Lessee and the Lessor signed a lease agreement [hereinafter: “the Original Agreement”] according to which the Lessee leases the Leased Premises within their meaning in the Original Agreement;
Lease AgreementLease Agreement • June 5th, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus
Whereas: The Lessor declares that it is the right holder in the Land and it is the registered holder in the Land (except for parcels 201 and 202), within their meaning in Section 202 hereunder, and the sole owner of the Land;
First Addendum of Lease Agreement dated March 27, 2014PolyPid Ltd. • June 5th, 2020 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014 the Lessee and the Lessor signed a lease agreement according to which the Lessee leased the Leased Premises, within their meaning in the Lease Agreement, located in HaSivim St. in Petah Tikva (hereinafter respectively: “the Agreement” and “the Leased Premises”);
Addendum to the Lease Agreement dated March 27, 2014PolyPid Ltd. • June 5th, 2020 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014 the Lessee and the Lessor signed a lease agreement [hereinafter: “the Original Agreement”] according to which the Lessee leases the Leased Premises within their meaning in the Original Agreement;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2024 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 1, 2024 by and among PolyPid Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 5th, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the 28 day of June, 2019, by and among PolyPid Ltd., an Israeli private company (the “Company”), the entities and individuals identified in Schedule 1 attached hereto (collectively, the “Existing Investors”), and each individual or entity identified on the signature pages hereto and on Schedule 2 attached hereto (the “Series E-1 Investors” and/or the “Purchasers”), and together with the Existing Investors, the “Investor(s)”).
PLACEMENT AGENT WARRANT POLYPID LTD.PolyPid Ltd. • June 5th, 2020 • Surgical & medical instruments & apparatus
This PLACEMENT AGENT WARRANT (this “Warrant”) certifies that, for value received, NATIONAL SECURITIES CORPORATION, a Washington corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the initial exercise date first referenced above (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) year anniversary of the Initial Exercise Date or as provided under Section 3(d) herein (whichever occurs earlier) (the “Termination Date”) but not thereafter, to subscribe for and purchase from POLYPID LTD., an Israeli corporation (including its successors and assigns, the “Company”), up to 208,727 shares(1) (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Series E-1 preferred stock (“E-1 Preferred Stock”). The purchase price of one share of E-1 Preferred Stock under this Warrant shall be equal to the Exercise Price, as def
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 8th, 2018 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 31 day of October, 2017, by and among (i) PolyPid Ltd., an Israeli private company (the “Company”), (ii) the entities and individuals identified in Schedule 1 attached hereto (collectively, the “Existing Investors”), and (iii) the individuals and entities identified in Schedule 2 hereto (the “Series E Investor”, and together with the Existing Investors, the “Investor(s)”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 31st, 2014 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 30th day of October, 2013 (the "Agreement"), by and among PolyPid Ltd., an Israeli company (the “Company”), Xenia Venture Capital Ltd., a company incorporated and registered under the laws of the State of Israel, registration no. 51-381316-2(the “Series A Holder”), the shareholders listed on Schedule A attached hereto (the “SeriesA-1 Holders”), the shareholders listed on Schedule B attached hereto (the “Series B Holders”), the shareholders listed on Schedule B-1 attached hereto (the “SeriesB-1 Holders”) and the investors listed on ExhibitB-1 attached hereto(each, an “Investor” and collectively, the “Investors”).
ORDINARY SHARE PURCHASE WARRANT POLYPID LTD.PolyPid Ltd. • August 2nd, 2024 • Surgical & medical instruments & apparatus • New York
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date (the “Initial Exercise Date”) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on August 6, 2026 and (ii) the 10th Trading Day following the date on which the Company issues a press release announcing the recommendation by Data Safety Monitoring Board regarding its unblinded interim analysis in the Company’s SHIELD II Phase 3 trial resulting in (a) the stopping of the trial due to positive efficacy; or (b) continuation to planned final (up to 630 subjects) (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolyPid Ltd., an Israeli company (the “Company”), up to [______] ordinary shares, no par value per share (the “Ordinary Share(s)”) (as subject to adjus
No. 1 WARRANT TO PURCHASEPolyPid Ltd. • February 8th, 2018 • Surgical & medical instruments & apparatus
THIS WARRANT is issued to Xenia Venture Capital Ltd. or its assigns (the “Holder”) by Polypid Ltd., an Israeli corporation (the “Company”), pursuant to the terms of that certain Founders’ and Share Purchase Agreement dated March 16, 2008 (the “Agreement”) according to which the Holder is issued this Warrant to purchase 450,000 Series A Preferred Shares, par value NIS 0.10 each, of the Company (the “Warrant Shares”), as adjusted or readjusted pursuant to Section 3 hereof, on the terms set forth herein, representing (as reflected in the Cap Table attached to the Agreement as Exhibit 2.1(a)) 4.50% of the Company’s share capital on a Fully Diluted Basis (as defined in the Agreement) immediately after the Closing (as defined in the Agreement).
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION').** Memorandum of UnderstandingPolyPid Ltd. • October 31st, 2014 • Surgical & medical instruments & apparatus
CONSULTING AGREEMENTConsulting Agreement • October 31st, 2014 • PolyPid Ltd. • Surgical & medical instruments & apparatus
This Agreement is entered into as of April 27, 2014 (the "Effective Date") by and between Polypid Ltd. an Israeli company (hereinafter, "Company"), and Mr. Asaf Bar, from 3447 Bella Vista Ave., Santa Clara, CA 95051 USA (hereinafter, "Consultant").
Addendum of Unprotected Lease Agreement dated March 27, 2014 Made and executed in Petah Tikva on the [handwritten: 22th] day of January, 2018 Between: Ogen Yielding Real Estate Ltd., Company No. 520033093 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the...Addendum of Unprotected Lease Agreement • June 5th, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus
FORM OF CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • January 12th, 2015 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”), dated as of this __ day of December, 2014, is entered into by and by and between PolyPid Ltd., a company organized under the laws of Israel (the “Company”) and each of the lenders whose names are set forth in Exhibit A attached hereto (each, a “Lender” and together, the “Lenders”).
Addendum of Unprotected Lease Agreement dated March 27, 2014 Made and executed in Petah Tikva on the 4th day of November, 2018 Between: Ogen Yielding Real Estate Ltd., Company No. 520033093 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the "Lessor") The...Addendum of Unprotected Lease Agreement • June 5th, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus
POLYPID LTD. Ordinary Shares Sales AgreementSales Agreement • November 8th, 2024 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York
POLYPID LTD., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”), as follows:
POLYPID LTD. (the “Company”) DIRECTOR AND OFFICER INDEMNITY AND EXCULPATION AGREEMENTDirector and Officer Indemnity and Exculpation Agreement • February 8th, 2018 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT, dated as of , is between PolyPid Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and , a director or officer of the Company (the “Indemnitee”).
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION').** Memorandum of UnderstandingPolyPid Ltd. • October 7th, 2014 • Surgical & medical instruments & apparatus
Addendum of Lease Agreement dated March 27, 2014 Made and executed in Tel Aviv on the [handwritten: 26th] day of October, 2021Addendum of Lease Agreement • February 28th, 2022 • PolyPid Ltd. • Surgical & medical instruments & apparatus
Between: ISRAS INVESTMENT COMPANY LTD, Public Company Reg. No. 520017807 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the “Lessor”) The first party;
Addendum of Unprotected Lease Agreement dated March 27, 2014 Made and executed in Tel Aviv on the [handwritten: 15th] day of December, 2019 Between: Ogen Yielding Real Estate Ltd., Company No. 520033093 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the...Addendum of Unprotected Lease Agreement • June 5th, 2020 • PolyPid Ltd. • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2014 • PolyPid Ltd. • Surgical & medical instruments & apparatus
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 10 of July 2014 (“Effective Date”), by and between Polypid Ltd. (the “Company”), and Dikla Czaczkes Axelbrad (I.D. No. 025561366), an individual residing at 15 Tovim, Tel Aviv, Israel (the “Employee”).
Addendum to Lease dated March 27, 2014 Made and signed in Tel Aviv on January 14, 2024PolyPid Ltd. • March 6th, 2024 • Surgical & medical instruments & apparatus
Whereas: On March 27, 2014, Ogen Yielding Real Estate Ltd. (hereinafter: “Ogen”) and the Lessee signed a lease under which the Lessee leases the Leased Property, as defined in that agreement, in Ogen Park, Petah Tikva (hereinafter: the “Park”) and later signed addenda to that lease (the lease dated March 27, 2014 and the addenda signed thereafter will be referred to hereinafter jointly as: the “Lease”); and
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, IDENTIFIED BY [***], HAS BEEN EXCLUDED FROM THIS DOCUMENT PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT POLYPID LTD.TREATS AS...PolyPid Ltd. • March 31st, 2023 • Surgical & medical instruments & apparatus
that certain AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO US$15,000,000 dated as of April 5, 2022 (the “Loan Agreement”) between Kreos Capital VI (Expert Fund) LP., a partnership with limited liability incorporated in Jersey whose registered office is at 47 Esplanade, St Helier, Jersey (the “Lender” or “Kreos”, which expressions shall include its successors and assigns), and PolyPid Ltd., a company organized under the laws of the State of Israel, company no. 514105923 whose registered office is at 18 Ha’Sivim St., Petach-Tikva 4959376, Israel (the “Borrower”).
