SecProbe.io

CORRESP
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 PolyPid Ltd.

 18 Hasivim Street

 Petach Tikva

 495376, Israel

 August 4, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 PolyPid Ltd. (CIK 0001611842)

 Registration Statement No. 333-289034 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 PolyPid Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on August 6, 2025, at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

 The Registrant respectfully requests
that it be notified of such effectiveness by an email or phone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at hberkenblit@sullivanlaw.com
or 617-338-2979.

 Very truly yours,

 POLYPID LTD.

 By:
 /s/ Jonny Missulawin

 Jonny Missulawin
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Dikla Czaczkes Akselbrad
Chief Executive Officer
PolyPid Ltd.
18 Hasivim Street
Petach Tikva 4959376, Israel

 Re: PolyPid Ltd.
 Registration Statement on Form F-3
 Filed July 29, 2025
 File No. 333-289034
Dear Dikla Czaczkes Akselbrad:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Howard E. Berkenblit, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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PolyPid Ltd.

18 Hasivim Street

Petach Tikva

495376, Israel

January 28, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    PolyPid Ltd. (CIK 0001611842)

    Registration Statement No. 333-284376 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

PolyPid Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on January 30, 2025, at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    POLYPID LTD.

    By:
    /s/ Dikla Czaczkes Akselbrad

    Dikla Czaczkes Akselbrad
 Chief Executive Officer

January 24, 2025
Dikla Czaczkes Akselbrad
Chief Executive Officer
PolyPid Ltd.
18 Hasivim Street
Petach Tikva 4959376, Israel
Re:PolyPid Ltd.
Registration Statement on Form F-3
Filed January 21, 2025
File No. 333-284376
Dear Dikla Czaczkes Akselbrad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Howard Berkenblit, Esq.

CORRESP
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PolyPid Ltd.

18 Hasivim Street

Petach Tikva

495376, Israel

September 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    PolyPid Ltd. (CIK 0001611842)

    Registration Statement No. 333-281863 |on Form F-3
    (the “Registration Statement”)

Ladies and Gentlemen:

PolyPid Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on September 9, 2024, at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    POLYPID LTD.

    By:
    /s/
Dikla Czaczkes Akselbrad

    Dikla Czaczkes Akselbrad

    Chief Executive Officer

September 5, 2024
Dikla Czaczkes Akselbrad
Chief Executive Officer
PolyPid Ltd.
372 Franklin Ave.
P.O. Box 558
Nutley, NJ 07110
Re:PolyPid Ltd.
Registration Statement on Form F-3
Filed August 30, 2024
File No. 333-281863
Dear Dikla Czaczkes Akselbrad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Oded Har-Even, Esq.

CORRESP
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PolyPid Ltd.

18 Hasivim Street

Petach Tikva

495376, Israel

July 10, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    PolyPid Ltd. (CIK 0001611842)

    Registration Statement No. 333-280658 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

PolyPid Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on July 12, 2024, at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

The Registrant understands that
the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    POLYPID LTD.

    By:
     /s/ Jonny Missulawin

    Jonny Missulawin

    Chief Financial Officer

July 9, 2024
Dikla Akselbrad
Chief Executive Officer
PolyPid Ltd.
372 Franklin Avenue
Nutley, NJ 07110
Re:PolyPid Ltd.
Registration Statement on Form F-3
Filed July 2, 2024
File No. 333-280658
Dear Dikla Akselbrad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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PolyPid Ltd.

18 Hasivim Street

Petach Tikva

495376, Israel

February 12, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    PolyPid Ltd. (CIK 0001611842)

    Registration Statement No. 333-276826 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

PolyPid Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on February 13, 2024, at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    POLYPID LTD.

    By:
    /s/
Dikla Czaczkes Akselbrad

    Dikla Czaczkes Akselbrad

    Chief Executive Officer

United States securities and exchange commission logo
February 9, 2024
Dikla Czaczkes Akselbrad
Chief Executive Officer
PolyPid Ltd.
372 Franklin Ave.
P.O. Box 558
Nutley, NJ 07110
Re:PolyPid Ltd.
Registration Statement on Form F-3
Filed February 1, 2024
File No. 333-276826
Dear Dikla Czaczkes Akselbrad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Howard E. Berkenblit

CORRESP
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PolyPid Ltd.

18 Hasivim Street

Petach Tikva 4959376, Israel

VIA EDGAR

July 7, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Lauren Hamill

    Re:
    PolyPid Ltd.

Acceleration Request for Registration Statement on Form F-3

File No. 333-257651

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, PolyPid Ltd. (the “Company”) hereby requests that the effective date of the above-referenced registration
statement be accelerated to July 9, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The Company respectfully requests
that it be notified of such effectiveness by a telephone call to Oded Har-Even of Sullivan & Worcester LLP at (212) 660-5002.

    Sincerely,

    POLYPID LTD.

    /s/ Amir Weisberg

    Amir Weisberg

    Chief Executive Officer

    cc:
    Dikla Czaczkes Akselbrad, PolyPid Ltd

    Oded Har-Even, Sullivan & Worcester LLP

    Howard E. Berkenblit, Sullivan & Worcester LLP

United States securities and exchange commission logo
July 6, 2021
Amir Weisberg
Chief Executive Officer
PolyPid Ltd.
18 Hasivim Street
Petach Tikva 495376, Israel
Re:PolyPid Ltd.
Registration Statement on Form F-3
Filed July 2, 2021
File No. 333-257651
Dear Mr. Weisberg:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

CORRESP
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June 23, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Chris Edwards

    Mr. Tim Buchmiller

    Re:
    Polypid Ltd. (the “Company”)

    Registration Statement on Form F-1 (File
No. 333-238978)

    Acceleration Request

    Requested Date:
    Thursday, June 25, 2020

    Requested Time:
    4:00 p.m. Eastern Daylight Time

Ladies and Gentlemen:

As representative of the several underwriters of the Company’s
proposed public offering, we hereby join the Company’s request that the effective date of the above-referenced Registration
Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Daylight
Time, on June 25, 2020, or as soon thereafter as is practicable, or at such later time as the Company may orally request.

Pursuant to Rule 460 of the General Rules and Regulations of
the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected
the following distribution of the Company’s Preliminary Prospectus, dated June 22, 2020, through the date hereof:

Preliminary Prospectus dated June 22, 2020:

282 copies to prospective underwriters, institutional investors,
dealers and others

The undersigned advises that it has complied and will continue
to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left
Blank]

Very truly yours,

As Representatives of the several underwriters

    BARCLAYS CAPITAL INC.

    By:
    /s/ Jason Haas

    Name: Jason Haas

        Title: Managing Director

[Signature
Page to Underwriter Acceleration Request]

CORRESP
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PolyPid Ltd.

18 Hasivim Street

Petach Tikva 4959376, Israel

VIA EDGAR

June 23, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:      Christie Wong

 Daniel Gordon

 Chris Edwards

 Tim Buchmiller

Re:         PolyPid Ltd.

Acceleration Request for Registration
Statement on Form F-1

File No. 333-238978

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), PolyPid Ltd. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to June 25, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Cooley LLP,
request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Cooley LLP, by calling Divakar Gupta at (212) 479-6474, or in his absence, Madison
Jones at (202) 728-7087.

If you have any questions regarding this
request, please contact Divakar Gupta of Cooley LLP at (212) 479-6474 or Madison Jones of Cooley LLP at (202) 728-7087. Thank
you for your assistance with this matter.

    Sincerely,

    POLYPID LTD.

    /s/ Amir Weisberg

    Amir Weisberg

    Chief Executive Officer

    cc:
    Dikla Czaczkes Akselbrad, PolyPid Ltd

    Divakar Gupta, Cooley LLP

    Madison Jones, Cooley
    LLP

    Oded Har-Even, Sullivan & Worcester Israel (Har Even &
    Co.)

    Nathan Ajiashvili, Latham
    & Watkins LLP

    Barry P. Levenfeld, Yigal
    Arnon & Co.

CORRESP
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Divakar Gupta

VIA EDGAR

+1 212 479 6474

dgupta@cooley.com

June 22, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:

Christie   Wong

Daniel   Gordon

Chris   Edwards

Tim   Buchmiller

Re:

PolyPid   Ltd.

Amendment   No. 1 to Registration Statement on Form F-1

Filed   June 15, 2020

File   No. 333-238978

Ladies and Gentlemen:

On behalf of PolyPid Ltd. (the “Company”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated June 17, 2020 (the “Comment Letter”), relating to the Company’s Amendment No. 1 to its Registration Statement on Form F-1, filed on June 15, 2020 (“Amendment No. 1”). The Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects changes made in response to the comment contained in the Comment Letter. The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics.

Amendment No. 1 to Registration Statement on Form F-1 filed June 15, 2020

Dilution, page 74

1.              You presented that there were 9,330,881 shares purchased by the existing shareholders as of March 31, 2020, on a pro forma as adjusted basis. We further note that the total shares issued and outstanding are 13,742,118, on a pro forma basis at March 31, 2020. Both numbers did not include shares

Cooley LLP   55 Hudson Yards   New York, NY   10001
 t: (212) 479-6000  f: (212) 479-6275  cooley.com

issued in this offering. Please tell us the reason(s) for the discrepancies or revise accordingly.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 76 of Amendment No. 2.

Consolidated Financial Statements

Consolidated Balance Sheets, page F-32

2.              Please state the shares issued and outstanding, on a pro forma basis at March 31, 2020. Refer to Paragraph 29 of Regulation S-X Rule 5-02.

RESPONSE: In response to the Staff’s comment, the Company has revised the consolidated balance sheets on page F-33 of Amendment No. 2.

* * * *

2

Please contact me at (212) 479-6474 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

/s/   Divakar Gupta

Divakar   Gupta

cc:                                Amir Weisberg, PolyPid Ltd.
   Dikla Czaczkes Akselbrad, PolyPid Ltd
   Oded Har-Even, Zysman, Aharoni, Gayer & Co.
   Nathan Ajiashvili, Latham & Watkins LLP
   Barry P. Levenfeld, Yigal Arnon & Co.

3

United States securities and exchange commission logo
June 17, 2020
Dikla Czaczkes Akselbrad
Executive Vice President and Chief Financial Officer
PolyPid Ltd.
18 Hasivim Street
Petach Tikva 4959376, Israel
Re:PolyPid Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed June 15, 2020
File No. 333-238978
Dear Ms. Czaczkes Akselbrad:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed June 15, 2020
Dilution, page 74
1. You presented that there were 9,330,881 shares purchased by the existing shareholders as
of March 31, 2020, on a pro forma as adjusted basis.  We further note that the total shares
issued and outstanding are 13,742,118, on a pro forma basis at March 31, 2020.  Both
numbers did not include shares issued in this offering.  Please tell us the reason(s) for the
discrepancies or revise accordingly.

 FirstName LastNameDikla Czaczkes Akselbrad
 Comapany NamePolyPid Ltd.
 June 17, 2020 Page 2
 FirstName LastName
Dikla Czaczkes Akselbrad
PolyPid Ltd.
June 17, 2020
Page 2
Consolidated Financial Statements
Consolidated Balance Sheets, page F-32
2.Please state the shares issued and outstanding, on a pro forma basis at March 31, 2020.
Refer to Paragraph 29 of Regulation S-X Rule 5-02.
            You may contact Christie Wong at (202) 551-3684 or Daniel Gordon at (202) 551-3486
if you have questions regarding comments on the financial statements and related matters.
Please contact Chris Edwards at (202) 551-6761 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Madison A. Jones, Esq.

CORRESP
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Divakar Gupta

VIA EDGAR

+1 212 479 6474

dgupta@cooley.com

June 15, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:       Christie Wong

Daniel Gordon

Chris Edwards

Tim Buchmiller

Re:          PolyPid Ltd.

Registration Statement on Form F-1

Filed June 5, 2020

File No. 333-238978

Ladies and Gentlemen:

On behalf of PolyPid Ltd. (the “Company”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated June 9, 2020 (the “Comment Letter”), relating to the Company’s Registration Statement on Form F-1, filed on June 5, 2020 (the “Registration Statement”). The Company is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects changes made in response to the comment contained in the Comment Letter. The numbering of the paragraphs below corresponds to the numbering of the comment contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of Amendment No. 1.

Registration Statement on Form F-1

Dilution, page 73

1.              We note your correspondence to comment 4. It appears you did not deduct the redeemable preferred shares from your determination of net tangible book value. The redemption of such shares are outside of the company’s control which represented a future obligation per ASR 268. As such, please

Cooley LLP   55 Hudson Yards   New York, NY   10001
 t: (212) 479-6000  f: (212) 479-6275  cooley.com

exclude such amount from your net tangible book value and revise your dilution calculation and related disclosures as appropriate.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 73 of Amendment No. 1.

* * * *

2

Please contact me at (212) 479-6474 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

/s/   Divakar Gupta

Divakar   Gupta

cc:                                Amir Weisberg, PolyPid Ltd.
 Dikla Czaczkes Akselbrad, PolyPid Ltd
 Oded Har-Even, Zysman, Aharoni, Gayer & Co.
 Nathan Ajiashvili, Latham & Watkins LLP
 Barry P. Levenfeld, Yigal Arnon & Co.

3

United States securities and exchange commission logo
June 9, 2020
Dikla Czaczkes Akselbrad
Executive Vice President and Chief Financial Officer
PolyPid Ltd.
18 Hasivim Street
Petach Tikva 4959376, Israel
Re:PolyPid Ltd.
Registration Statement on Form F-1
Filed June 5, 2020
File No. 333-238978
Dear Ms. Czaczkes Akselbrad:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed June 5, 2020
Dilution , page 73
1.We note your correspondence to comment 4.  It appears you did not deduct the
redeemable preferred shares from your determination of net tangible book value.  The
redemption of such shares are outside of the company's control which represented a future
obligation per ASR 268.   As such, please exclude such amount from your net tangible
book value and revise your dilution calculation and related disclosures as appropriate.

 FirstName LastNameDikla Czaczkes Akselbrad
 Comapany NamePolyPid Ltd.
 June 9, 2020 Page 2
 FirstName LastName
Dikla Czaczkes Akselbrad
PolyPid Ltd.
June 9, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Christie Wong at (202) 551-3684 or Daniel Gordon at (202) 551-3486
if you have questions regarding comments on the financial statements and related matters.
Please contact Chris Edwards at (202) 551-6761 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Madison A. Jones, Esq.

CORRESP
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Divakar   Gupta

+1 212 479 6474

dgupta@cooley.com

VIA EDGAR

June 5, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:                    Christie Wong

Daniel Gordon

Chris Edwards

Tim Buchmiller

Re:                             PolyPid Ltd.

Draft Registration Statement on Form F-1

Submitted February 24, 2020

CIK No. 0001611842

Ladies and Gentlemen:

On behalf of PolyPid Ltd. (the “Company”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated March 19, 2020 (the “Comment Letter”), relating to the Company’s Draft Registration Statement on Form F-1, confidentially submitted on February 24, 2020 (the “Draft Registration Statement”). In response to the Comment Letter, the Company has revised the Draft Registration Statement and is publicly filing via EDGAR a revised Registration Statement on Form F-1 (the “Registration Statement”) with this response letter. The numbering of the paragraphs below corresponds to the numbering of the comments contained in the Comment Letter, which for your convenience we have incorporated into this response letter in italics. Capitalized terms used in this letter but not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

Draft Registration Statement on Form F-1

Company Overview, page 1

1.              Please clarify in the summary that the FDA’s abbreviated approval pathway may not lead to a faster development process or regulatory review and does not increase the likelihood that a product candidate will receive approval.

Cooley LLP   55 Hudson Yards   New York, NY   10001
 t: (212) 479-6000  f: (212) 479-6275  cooley.com

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and 93 of the Registration Statement.

Risks Associated With Our Business, page 4

2.              Please revise the final bullet point on page 4 to highlight briefly the adverse tax consequences that you reference, such as the three consequences identified in the final full paragraph on page 57. Also, highlight the annual IRS filing requirements that you reference on page 162. Please also revise the final sentence of the bullet point to clarify your present intention to not provide the information necessary for holders to make the QEF election. In this regard, we refer to your disclosure on page 162.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 5 of the Registration Statement.

2

Use of Proceeds, page 66

3.              Please revise your disclosure in this section to indicate how far you expect the proceeds from the offering will allow you to proceed in the separate Phase 3 clinical trials for DPLEX100 after abdominal surgery and after cardiac surgery. If the anticipated proceeds from your offering will not be sufficient to complete those trials, please disclose the amount and sources of other funds needed. Also, if any of the expenses identified in the bullet points on page 74 will be a principal intended use of your net proceeds, please expand your disclosure as appropriate.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 69 of the Registration Statement.

Dilution, page 70

4.              Please tell us how you computed historical and pro forma net tangible book value and net tangible book value per share amount as of 12/31/2019. Reconcile the amounts used in your calculation to the historical and pro forma balance sheet as of December 31, 2019, and tell us how your calculation appropriately considers the Redeemable Preferred Shares.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, after re-examination of the calculation, the Company has adjusted the dilution calculation and revised the disclosure on page 73 of the Registration Statement.

3

The process by which the Company computed historical net tangible book value as of December 31, 2019 was by subtracting total liabilities ($15.1 million) from total assets ($33.8 million). The process by which the Company computed pro forma net tangible book value as of December 31, 2019 was by subtracting pro forma total liabilities ($2.8 million) from pro forma total assets ($33.8 million). The Company did not have any intangible assets on its balance sheet as of December 31, 2019.

The Company calculated historical net tangible book value per share for the same period by dividing such historical net tangible book value as of December 31, 2019 by the total number of outstanding ordinary shares as of December 31, 2019 (588,650). The Company also calculated pro forma net tangible book value per share for the same period by dividing such pro forma net tangible book value as of December 31, 2019 by the total number of outstanding ordinary shares after giving effect to the automatic conversion of all outstanding preferred shares into 13,097,218 ordinary shares upon the closing of this offering and the exercise of warrants to purchase 56,250 Series A preferred shares, and the automatic conversion thereof into 56,250 ordinary shares, as of December 31, 2019 (13,742,118).

Additionally, the Company does not believe the Redeemable Preferred Shares should be included in its calculation of historical net tangible book value per ordinary share, as the Redeemable Preferred Shares were not ordinary shares as of the historical date. The Company included the Redeemable Preferred Shares in its calculation of the pro forma net tangible book value per share, as such number gives effect to the automatic conversion of all Redeemable Preferred Shares into ordinary shares upon the closing of the offering.

Components of Results of Operations

Research and Development, Net, page 75

5.              We note that you included certain expenses related to regulatory activities, filing fees paid to regulatory agencies and other costs incurred in seeking regulatory approval as part of Research and Development (“R&D”) expenses. Tell us the nature of such regulatory filing and approval fees and your consideration of ASC 730-10-55-1 through 55-2.

RESPONSE: In response to the Staff’s comment, the Company has reviewed all such regulatory expenses classified as R&D expenses for the years ended December 31, 2018 and 2019.  The Company respectfully notes that the regulatory expenses classified as R&D expenses during these periods directly supported and advanced the Company’s clinical trials and ongoing clinical development of D-PLEX100, including the preparation and submission of

4

regulatory briefing packages, applications and other submissions to the United States Food and Drug Administration, European Medicines Agency and comparable foreign regulatory authorities.  Such activities were required for the initiation and conduct of the trials of D-PLEX100 and the continued development of this product candidate.  All such work was performed by the Company’s employees and consultants in the R&D function, each of whom have advanced scientific backgrounds. Accordingly, the Company believes that such regulatory activities are properly classified as R&D expenses because they meet the definition of “Research and Development” set forth in ASC 730-10-20, as these regulatory activities were critical elements of the Company’s efforts to conduct clinical trials and advance D-PLEX100. These regulatory activities represented 5% and 4% of the Company’s total research and development, net expenses for the years ended December 31, 2018 and 2019, respectively.  The Company further notes that the regulatory activities conducted during these periods did not include any of the types of activities referenced in ASC 730-10-55-2.

Phase 2 Clinical Trial for D-PLEX100 in the Prevention of SSIs after Abdominal Surgery, page 100

6.              Please identify the eight treatment emergent adverse events.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 106 of the Registration Statement.

5

Additional Clinical Data in Support of D-PLEX100, page 103

7.              Please disclose the number of patients in the two pilot clinical trials for D-PLEX1000.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 108 of the Registration Statement.

Principal Shareholders, page 142

8.              Please ensure that you identify the natural persons who are the beneficial owners of the shares held by the 5% or greater shareholders identified in your table.

RESPONSE: The Company has revised the disclosure on pages 148 to 150 of the Registration Statement.

6

Notes to Consolidated Financial Statements

Note 2: Significant Accounting Policies

b. Consolidated financial statements in U.S. dollars, page F-8

9.              You indicated that the functional and reporting currency of the Company is the U.S. dollar. However, we note on page F-20 and F-25 that certain preferred shares exercise prices and ordinary share par value are presented in New Israeli Shekel (NIS). Please revise accordingly.

RESPONSE: In response to the Staff’s comment, the Company respectfully notes that, while its functional and reporting currency is the U.S. dollar, the Company is an Israeli corporation and pursuant to the Israeli Companies Law and regulations promulgated thereunder, the par value for the Company’s shares must be denominated in NIS. With respect to the exercise price of the Company’s Series A preferred shares, the Company has revised the disclosure on pages F-19 and F-20 of the Registration Statement.

General

10.       Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

RESPONSE: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has commenced “testing the waters” meetings with potential investors. Accordingly, the Company will supplementally provide to the Staff a copy of the presentation that the Company uses in such meetings with qualified institutional buyers or institutional accredited investors. The Company further advises the Staff that it will supplementally provide the Staff with copies of any additional written communications of the type referenced in the Staff’s comment.

* * * *

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Please contact me at (212) 479-6474 with any questions or further comments regarding our responses to the Staff’s comments.

Sincerely,

/s/   Divakar Gupta

Divakar   Gupta

cc:                                Amir Weisberg, PolyPid Ltd.
 Dikla Czaczkes Akselbrad, PolyPid Ltd
 Oded Har-Even, Zysman, Aharoni, Gayer & Co.
 Nathan Ajiashvili, Latham & Watkins LLP
 Barry P. Levenfeld, Yigal Arnon & Co.

8

March 19, 2020
Dikla Czaczkes Akselbrad
Executive Vice President and Chief Financial Officer
PolyPid Ltd.
18 Hasivim Street
Petach Tikva 4959376, Israel
Re:PolyPid Ltd.
Draft Registration Statement on Form F-1
Submitted February 24, 2020
CIK No. 0001611842
Dear Ms. Czaczkes Akselbrad:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Company Overview, page 1
1.Please clarify in the summary that the FDA's abbreviated approval pathway may not lead
to a faster development process or regulatory review and does not increase the likelihood
that a product candidate will receive approval.
Risks Associated With Our Business, page 4
2.Please revise the final bullet point on page 4 to highlight briefly the adverse tax
consequences that you reference, such as the three consequences identified in the final full
paragraph on page 57.  Also, highlight the annual IRS filing requirements that you
reference on page 162.  Please also revise the final sentence of the bullet point to clarify

 FirstName LastNameDikla Czaczkes Akselbrad
 Comapany NamePolyPid Ltd.
 March 19, 2020 Page 2
 FirstName LastName
Dikla Czaczkes Akselbrad
PolyPid Ltd.
March 19, 2020
Page 2
your present intention to not provide the information necessary for holders to make the
QEF election.  In this regard, we refer to your disclosure on page 162.
Use of Proceeds, page 66
3.Please revise your disclosure in this section to indicate how far you expect the proceeds
from the offering will allow you to proceed in the separate Phase 3 clinical trials for D-
PLEX100 after abdominal surgery and after cardiac surgery.  If the anticipated proceeds
from your offering will not be sufficient to complete those trials, please disclose the
amount and sources of other funds needed.  Also, if any of the expenses identified in the
bullet points on page 74 will be a principal intended use of your net proceeds, please
expand your disclosure as appropriate.
Dilution, page 70
4.Please tell us how you computed historical and pro forma net tangible book value and net
tangible book value per share amount as of 12/31/2019.  Reconcile the amounts used in
your calculation to the historical and pro forma balance sheet as of December 31,
2019, and tell us how your calculation appropriately considers the Redeemable
Preferred Shares.
Components of Results of Operations
Research and Development, Net, page 75
5.We note that you included certain expenses related to regulatory activities, filing fees paid
to regulatory agencies and other costs incurred in seeking regulatory approval as part of
Research and Development ("R&D") expenses. Tell us the nature of such regulatory filing
and approval fees and your consideration of ASC 730-10-55-1 through 55-2
Phase 2 Clinical Trial for D-PLEX100 in the Prevention of SSIs after Abdominal Surgery, page
100
6.Please identify the eight treatment emergent adverse events.
Additional Clinical Data in Support of D-PLEX100, page 103
7.Please disclose the number of patients in the two pilot clinical trials for D-PLEX1000.
Principal Shareholders, page 142
8.Please ensure that you identify the natural persons who are the beneficial owners of the
shares held by the 5% or greater shareholders identified in your table.

 FirstName LastNameDikla Czaczkes Akselbrad
 Comapany NamePolyPid Ltd.
 March 19, 2020 Page 3
 FirstName LastName
Dikla Czaczkes Akselbrad
PolyPid Ltd.
March 19, 2020
Page 3
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
b. Consolidated financial statements in U.S. dollars, page F-8
9.You indicated that the functional and reporting currency of the Company is the U.S.
dollar. However, we note on page F-20 and F-25 that certain preferred shares exercise
prices and ordinary share par value are presented in New Israeli Shekel (NIS).  Please
revise accordingly.
General
10.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Christie Wong at (202) 551-3684 or Daniel Gordon at (202) 551- 3486
if you have questions regarding comments on the financial statements and related matters.
 Please contact Chris Edwards at (202) 551-6761 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Madison A. Jones, Esq.