polypid Ltd. Notice of ANNUAL General Meeting of shareholders Notice is hereby given that an Annual General Meeting of Shareholders (the " Meeting ") of PolyPid Ltd. (" PolyPid " or the " Company ") will be held on

of ANNUAL General Meeting of shareholders

Notice is hereby given that an Annual General

Meeting of Shareholders (the "Meeting") of PolyPid Ltd. ("PolyPid" or the "Company")

will be held on April 13, 2021 at 11:00 a.m. Israel time at the Company's office, located at 18 Hasivim Street, Petach Tikva

495376, Israel, for the following purposes:

Our board of directors (the "Board

of Directors") recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy

Shareholders of record at the close of

business on March 10, 2021 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either

in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

A form of proxy for use at the Meeting

is attached to the proxy statement, together with a return envelope, will be sent to holders of the Company's ordinary shares,

no par value (the "Ordinary Shares"). By appointing "proxies," shareholders holders may vote at

the Meeting whether or not they attend. If a properly executed proxy in the attached form is received by the Company at least 4

hours prior to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. Subject

to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by

properly executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented at the Meeting

for which the Board of Directors recommends a "FOR". Shareholders may revoke their proxies or voting instruction form

(as applicable) at any time before the deadline for receipt of proxies or voting instruction form (as applicable) by filing with

the Company (in the case of holders of Ordinary Shares) a written notice of revocation or duly executed proxy or voting instruction

form (as applicable) bearing a later date.

If your shares are registered directly

in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those

shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record,

you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Yechiam Cohen,

Secretary and General Counsel of the Company and Orna Blum, Assistant Secretary and Legal Counsel of the Company, or to vote in

person at the Meeting.

If your shares are held through a bank,

broker or other nominee, they are considered to be held in "street name" and you are the beneficial owner with respect

to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares

held by such beneficial owner at the Meeting, and must also provide the Company with a copy of their identity card, passport or

certification of incorporation, as the case may be. If your shares were held in "street name," as of the Record Date,

these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those shares,

as the shareholder of record, together with a voting instruction card for you to use in directing the bank, broker or nominee how

to vote your shares. You also may attend the Meeting. Because a beneficial owner is not a shareholder of record, you may not vote

those shares directly at the Meeting unless you obtain a "legal proxy" from the bank, broker or other nominee that

holds your shares directly, giving you the right to vote the shares at the Meeting. Brokers who hold shares in "street name"

for clients typically have authority to vote on "routine" proposals even when they have not received instructions from

beneficial owners. Proposal No. 1 on the agenda of the Meeting is considered routine. Absent specific instructions from the beneficial

owner of the shares, brokers are not allowed to exercise their voting discretion, among other things, with respect to the election

of directors or any matter that relates to executive compensation; and therefore, a "broker non-vote" occurs with respect

to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to

instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 13, 2021

The enclosed proxy is being solicited by

the board of directors (the "Board of Directors") of PolyPid Ltd. (the "Company") for use

at the Company's annual general meeting of shareholders (the "Meeting") to be held on April 13, 2021,

at 11:00 a.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed

proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the

"Ordinary Shares") covered thereby in accordance with the directions of the shareholders executing the proxy.

In the absence of such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby

will be voted in favor of each of the proposals described in this proxy statement.

Two or more shareholders present, personally

or by proxy, holding in the aggregate not less than one-third (1/3) of the Company's outstanding Ordinary Shares, shall constitute

a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall

stand adjourned until April 20, 2021, at 11:00 a.m. Israel time. If a quorum is not present at the second meeting within half an

hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall be deemed a quorum,

and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions and

broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

Pursuant to the Israeli Companies Law,

5799-1999 (the "Companies Law"), Proposals No. 1 and 2 described hereinafter, require the affirmative vote

of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate

to at least a majority of the votes actually cast by shareholders with respect to such proposals (a "Simple Majority").

The vote for re-appointing each of the directors as set forth in Proposal No. 2 shall be made separately.

Proposals No. 3, 4 and 6 are subject to

the fulfillment of the voting requirement above and also one of the following additional voting requirements: (i) the majority

of the shares that are voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes

of shareholders who are not controlling shareholders and do not have a personal interest in the Proposal; or (ii) the total number

of shares of the shareholders mentioned in clause (i) above that are voted against such Proposal does not exceed two percent (2%)

of the total voting rights in the Company (the "Special Majority").

For this purpose, "Personal Interest" is defined

under the Companies Law as: (1) a shareholder's personal interest in the approval of an act or a transaction of the Company,

including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder's

spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of

any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives

serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the

right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney

given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall

be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether

the attorney-in-fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding

shares in the Company.

For this purpose, a "controlling

shareholder" is any shareholder that has the ability to direct the Company's activities (other than by means of being

a director or office holder of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls,

by himself or together with others, one half or more of any one of the "means of control" of a company; in the context

of a transaction with an interested party, a shareholder who holds 25% or more of the voting rights in the company if no other

shareholder holds more than 50% of the voting rights in the company, is also presumed to be a controlling shareholder. "Means

of control" is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the

right to appoint directors of a company or its chief executive officer.

Shareholders wishing to express their position

on an agenda item for this Meeting may do so by submitting a written statement (a "Position Statement") to the

Company's offices at 18 Hasivim Street, Petach Tikva 495376, Israel. Any Position Statement received will be furnished to

the U.S. Securities and Exchange Commission ("SEC") on a Report on Form 6-K, and will be made available to the

public on the SEC's website at www.sec.gov. Position Statements should be submitted to the Company no later than April 2,

2021. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement.

The Board of Directors response to the Position Statement will be submitted no later than April 8.

One shareholder or more holding Ordinary