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
 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
FirstName LastNameDikla Czaczkes Akselbrad
Comapany NamePolyPid you identify the natural persons who are the beneficial
owners of the
8.     Please ensure that Ltd.
March shares held by the 5% or greater shareholders identified in your table.
       19, 2020 Page 2
FirstName LastName
 Dikla Czaczkes Akselbrad
FirstName LastNameDikla Czaczkes Akselbrad
PolyPid Ltd.
Comapany2020
March 19, NamePolyPid Ltd.
Page 3
March 19, 2020 Page 3
FirstName LastName
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.