[144] Zai Lab Limited American SEC Filing

Rhea-AI Filing Summary

Toronto-Dominion Bank (TD) is offering 921,640 Accelerated Return Notes (Series H) linked to the SPDR S&P Biotech ETF (ticker XBI). Each note has a $10 face amount, for a total public offering size of $9.216 million. The notes price on 26 Jun 2025, settle 3 Jul 2025 and mature 28 Aug 2026, giving an effective term of roughly 14 months.

Payoff structure

• Upside: Investors receive 300% of any positive price change in XBI, subject to a maximum redemption of $12.722 per unit (27.22% capped return).
• Downside: 1-to-1 participation in any decline; principal can be completely lost if XBI falls to zero.
• No interim coupons; all cash flows occur at maturity.

Key economic terms

• Starting Value: $83.68 (XBI closing price on pricing date)
• Participation Rate: 300%
• Price Multiplier: 1
• Fees: $0.175 underwriting discount + $0.05 hedging-related charge per unit (total 2.25% of face)
• Initial estimated value: $9.818 (1.82% below issue price) based on TD’s internal models and funding rate.

Credit & liquidity considerations

• The notes are senior unsecured obligations of TD and rank equally with its other senior debt. Payments depend on TD’s creditworthiness.
• No exchange listing; BofA Securities and TD are not required to make a secondary market, so liquidity may be limited and prices may trade below intrinsic value.

Risk highlights

• Full principal at risk with sector-specific exposure; XBI concentrates in biotechnology equities.
• Return is capped, so large rallies in biotech will not be fully captured.
• The offering price exceeds the bank’s model value, reflecting distribution costs and hedging profits.
• Investors forgo dividends/distributions paid by XBI and assume tax-structure uncertainty outlined in the term sheet.

Investor profile: Suitable only for investors who expect moderate upside in biotech over 14 months, can tolerate complete principal loss, do not need current income, and are comfortable with TD credit exposure and limited liquidity.

Positive

• 3-to-1 leveraged upside on any increase in XBI up to the 27.22% cap, allowing enhanced returns without margin borrowing.
• Short 14-month tenor offers defined exposure window and quicker capital recycling than typical 3- to 5-year structured notes.
• Senior unsecured debt of TD, a large Canadian bank, ranks pari passu with other senior obligations.

Negative

• Full principal at risk: 1-to-1 downside exposure can result in 100% loss if XBI declines materially.
• Return capped at $12.722 per unit, limiting total gain to 27.22% even if XBI rallies strongly.
• Initial estimated value of $9.818 is below the $10 offer price, indicating embedded costs and negative carry from day one.
• No exchange listing and limited market-making commitment create liquidity risk and potentially wide bid-ask spreads.
• Sector concentration in biotechnology amplifies volatility and regulatory risk relative to diversified indices.
• Credit exposure to TD; any deterioration in the bank’s credit quality or ratings could impair note value.

Insights

Structured Products Analyst

TL;DR Short-dated 3× upside biotech note with 27.22% cap; 100% downside risk and valuation 1.8% below issue price—risk-reward skewed, but targeted.

The note delivers leveraged participation (300%) in XBI over 14 months, an attractive payoff for investors seeking tactical biotech exposure without margin financing. However, the 27.22% cap truncates gains above a 9.08% ETF rise, limiting benefit if the sector rebounds strongly. Cost drag is evident: a $0.225 total fee plus internal funding spread pushes the initial model value to $9.818, so buyers pay a 1.82% premium at issuance. Secondary market spreads may widen further given no listing and discretionary market-making. On balance, the structure suits investors with a defined bullish view on biotech and a willingness to absorb total loss, but it offers no advantage versus direct ETF ownership once expected upside exceeds roughly 9%.

Credit & Market-Risk Analyst

TL;DR Investors face TD credit risk, full principal loss potential, sector concentration and illiquidity—elevated risk outweighs capped reward for most.

Because the notes are senior unsecured TD obligations, any deterioration in TD’s credit spreads will immediately pressure secondary prices. Market liquidity is uncommitted, increasing gap-risk in stressed conditions. Biotech volatility amplifies this effect; historical XBI swings exceed 40% annually, making negative scenarios plausible. The capped upside creates negative convexity: expected value falls sharply if volatility rises, yet downside exposure remains linear. Fees and funding spread embed ~2% initial value erosion. Overall, risk factors dominate, especially for investors lacking precise short-term biotech convictions.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
American Depositary Shares	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	6918	245723.90	486853250	06/30/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
American Depositary Shares	06/27/2025	Restricted Stock Vesting	Issuer			6918	06/27/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ying Du 4560 Jinke Road Bldg. 1, 4th Floor Pudong Shanghai F4 201210	American Depositary Shares	04/02/2025	5808	208473.51
Ying Du 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai F4 201210	American Depositary Shares	04/04/2025	2945	97504.53
Ying Du 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai F4 201210	American Depositary Shares	05/09/2025	50000	1481140.00
Ying Du 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai F4 201210	American Depositary Shares	05/12/2025	50000	1472165.00
Ying Du 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai F4 201210	American Depositary Shares	05/13/2025	50000	1428650.00
Ying Du 4560 Jinke Road, Bldg. 1 Fourth Floor Pudong Shanghai F4 201210	American Depositary Shares	05/14/2025	46389	1302858.26
Ying Du 4560 Jinke Road Bldg. 1, Fourth Floor Pudong Shanghai F4 201210	American Depositary Shares	06/26/2025	23669	855196.47

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the capped return on TD's Accelerated Return Notes linked to XBI?

The notes cannot pay more than $12.722 per $10 unit, a 27.22% maximum gain at maturity.

How much upside participation do the notes provide?

Investors receive 300% of XBI’s positive price change, subject to the 27.22% cap.

Can I lose principal on these TD notes?

Yes. If XBI’s Ending Value falls below the Starting Value of $83.68, losses are 1-to-1 with no protection.

What fees are embedded in the $10 issue price?

There is a $0.175 underwriting discount and a $0.05 hedging-related charge per unit, totaling 2.25% of face.

Is there a secondary market for the notes?

The notes are not exchange-listed; BofA Securities and TD may make markets but are not obligated to do so.

When do the notes mature and settle?

They price on 26 Jun 2025, settle 3 Jul 2025, and mature on 28 Aug 2026.