[D] Actelis Networks, Inc. SEC Filing

Rhea-AI Filing Summary

The Toronto-Dominion Bank (TD) is offering senior unsecured Leveraged Capped Buffered S&P 500 Index-Linked Notes, Series H. The notes provide 150% leveraged upside exposure to the S&P 500 Index (SPX) but cap total repayment between $1,145.35 – $1,170.55 per $1,000 note (14.535%–17.055% maximum return). The term is expected to be 17-20 months.

Downside profile: principal is protected only down to a 10% decline in the index. Below the 90% buffer level, holders lose approximately 1.1111% of principal for every 1% additional decline, exposing investors to up to 100% loss of capital.

Key economic terms

• Leverage Factor: 150%
• Buffer Percentage: 10% (Buffer Level = 90% of Initial Level)
• Downside Multiplier: ~111.11%
• Cap Level: 109.69%-111.37% of Initial Level (set on pricing date)
• Initial Estimated Value: $951.30 – $981.30 per $1,000 (below public offering price)
• Denomination/Min Investment: $1,000
• Listing: None (OTC only; TD and affiliates may act as market-makers but are not obliged)

Credit & liquidity considerations: Payments are subject to TD’s credit risk; the notes are not FDIC/CDIC insured. Secondary market liquidity is expected to be limited, and notes may trade at significant discounts, particularly because the internal funding rate used to price the notes is lower than TD’s public funding costs.

Tax & regulatory highlights: TD and investors intend to treat the notes as prepaid derivative contracts for U.S. tax purposes, but alternative treatments are possible. The product is not intended for retail investors in the EEA or UK under PRIIPs/KID rules.

Investor suitability: The notes may appeal to investors seeking enhanced, but capped, equity exposure over a 17-20-month horizon who can tolerate credit risk, illiquidity and the potential for substantial capital loss beyond a 10% S&P 500 decline.

Positive

• 150% leverage on S&P 500 gains up to the cap enhances potential short-term upside.
• 10% downside buffer provides limited principal protection against moderate index declines.
• No periodic interest or call feature simplifies cash-flow timing—single maturity payment only.

Negative

• Maximum return capped at 14.535%-17.055%, significantly below potential SPX performance.
• Principal at risk beyond 10% decline; downside multiplier magnifies losses, allowing 100% capital loss.
• Initial estimated value ($951.30-$981.30) is well below issue price, indicating embedded fees.
• Unsecured TD credit risk; notes are not FDIC or CDIC insured.
• No listing or guaranteed market; secondary trading may be illiquid and at steep discounts.
• Tax treatment uncertain—IRS could impose less favorable characterization.

Insights

Structured Products Analyst

TL;DR – 150% upside to SPX, 10% buffer, capped at ~17%; credit & liquidity risks high.

This offering is a classic short-dated, leveraged buffered note. The 150% participation enhances returns up to the cap, yet the 109.7%–111.4% cap severely truncates upside in a strong equity market. The 10% buffer provides modest protection, but the 111% downside multiplier amplifies losses beyond that threshold. The initial estimated value (up to 4.9% below issue price) embeds typical dealer margin and hedge costs. For TD, the issuance represents low-cost wholesale funding; for investors, risk-adjusted attractiveness depends on their equity outlook and willingness to accept unsecured TD credit exposure.

Risk Analyst

TL;DR – Limited upside, unlimited tail loss; illiquid and fully subject to TD credit.

From a risk perspective, this structure shifts market, credit and liquidity risks to retail holders. While the 10% buffer mitigates small corrections, any bear-market move (>10%) produces leveraged losses. The notes are not exchange-listed; investors seeking early exit face wide bid-ask spreads. Credit-spread widening at TD would further depress secondary prices. The product’s complexity and uncertain tax treatment add additional risk layers. Overall impact is neutral for TD’s credit profile, but potentially negative for inattentive investors.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001141284

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ACTELIS NETWORKS INC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ACTELIS NETWORKS INC
Street Address 1		Street Address 2
4039 CLIPPER COURT
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
FREMONT	CALIFORNIA	94538	(510) 545-1045

3. Related Persons

Last Name	First Name	Middle Name
Barlev	Tuvia
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Efron	Yoav
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Altit	Yaron
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Aharon	Eyal
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Domanovitz	Elad
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Winkler-Solomon	Michal
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kabir	Hemi
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Harrison	Bret
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kunstler	Julie
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Marks	Gideon
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ransom	Niel
Street Address 1	Street Address 2
Actelis Networks, Inc.	4039 Clipper Court
City	State/Province/Country	ZIP/PostalCode
Fremont	CALIFORNIA	94538

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

X Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue	4th Floor
City	State/Province/Country	ZIP/Postal Code
NY	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA FLORIDA ILLINOIS NEW JERSEY NEW YORK UTAH

13. Offering and Sales Amounts

Total Offering Amount	$1,000,002	USD	or Indefinite
Total Amount Sold	$1,000,002	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The securities were issued in an offering of 1,626,019 shares of common stock, 1,626,019 series A-3 warrants and 3,252,038 series A-4 warrants, each to purchase common stock at a combined purchase price of $0.615 per share and series warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$70,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

HCW also received a cash fee of $35,000 for non-accountable expenses, a management fee equal to 1.0% of the proceeds of the offering and 113,821 unregistered warrants to purchase common stock.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

The Company intends to use the net proceeds from the Offering for general corporate purposes.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ACTELIS NETWORKS INC	/s/ Yoav Efron	Yoav Efron	Chief Financial Officer and Deputy Chief Executive Officer	2025-07-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the leverage factor on TD's Leveraged Capped Buffered Notes?

The notes provide 150% participation in positive S&P 500 performance, subject to the cap.

How much downside protection do the TD (TD) notes offer?

A 10% buffer protects principal only if the S&P 500 falls ≤10%; losses accelerate beyond that level.

What is the maximum payout investors can receive at maturity?

The Maximum Payment Amount is between $1,145.35 and $1,170.55 per $1,000 note (14.535%–17.055% return).

Are the notes insured or guaranteed by any government agency?

No. The notes are unsecured obligations of TD and are not FDIC or CDIC insured.

Will the TD structured notes be listed on a securities exchange?

No, the notes will not be listed; liquidity relies on TD Securities (USA) LLC or affiliates making a market.

Why is the initial estimated value lower than the public offering price?

It reflects TD’s internal funding rate, dealer compensation and hedge costs, which reduce economic value to $951.30-$981.30.