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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of February 2025
Commission File Number: 001-41621
RADIOPHARM THERANOSTICS LIMITED
(Name of Registrant)
Level 3, 62 Lygon Street, Carlton South, Victoria, 3053, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-Radiopharm Theranostics Limited (the “Company”) published two announcements (the “Public Notice”) to the Australian Securities Exchange on February 25, 2025 titled:
RADIOPHARM THERANOSTICS LIMITED
EXPLANATORY NOTE
| - | “Change of Director’s Interest Notice (IT)” | |
| - | “Notification of cessation of securities – RAD” |
A copy of the Public Notice is attached as an exhibit to this report on Form 6-K.
This report on Form 6-K (including the exhibit hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
EXHIBITS
| Exhibit Number |
Description | |
|
99.1 |
||
| 99.2 | Notification of cessation of securities – RAD |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RADIOPHARM THERANOSTICS LIMITED | ||
| Date: February 25, 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary | ||
3
Exhibit 99.1
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001. Amended 01/01/11
|
Name of Entity: |
Radiopharm Theranostics Limited (ASX: RAD) |
| ABN: | 57 647 877 889 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
|
Name of Director: |
Ian Turner |
| Date of Last Notice: | 18 December 2024 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or Indirect Interest | Direct and indirect | |
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Superannuation fund | |
| Date of change | 19 February 2025 | |
| No. of securities held prior to change | Shares | Options | |||
| Direct | 2,530,595 | 18,167,928 | |||
| Indirect | 2,424,697 | 820,422 | |||
| Total | 4,955,292 | 18,988,350 | |||
Class |
Unlisted Options |
|
Number acquired |
Shares | Options | |||
| Direct | - | - | |||
| Indirect | 1,300,000 | - | |||
| Total | 1,300,000 | - | |||
| + See chapter 19 for defined terms. | |
| 01/01/2011 | Appendix 3Y Page |
Appendix 3Y
Change of Director’s Interest Notice
| Number disposed | Shares | Options | |||
| Direct | - | - | |||
| Indirect | - | - | |||
| Total | - | - | |||
|
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.026 ea. |
| No. of securities held after change | Shares | Options | |||
| Direct | 2,530,595 | 18,167,928 | |||
| Indirect | 3,724,697 | 820,422 |
|||
| Total | 6,255,292 |
18,988,350 |
|||
|
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
On market purchase |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
| Nature of interest | N/A |
|
Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
|
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
|
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
| + See chapter 19 for defined terms. | |
| Appendix 3Y Page |
01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
Part 3 – Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A |
| If prior written clearance was provided, on what date was this provided? | N/A |
| + See chapter 19 for defined terms. | |
| 01/01/2011 | Appendix 3Y Page |
Exhibit 99.2
 |
Appendix 3H - Notification of cessation of securities |
| Announcement Summary | |
Entity name
RADIOPHARM THERANOSTICS LIMITED
Announcement Type
New announcement
Date of this announcement
Tuesday February 25, 2025
Details of +securities that have ceased
| ASX +security code | Security description | Number of +securities that have ceased | The +securities have ceased due to | Date of cessation | |||||
| RADAAA | OPTION EXPIRING 24-FEB-2025 EX $0.05 | 149,925,040 | Expiry of option or other convertible security without exercise or conversion | 24/02/2025 |
Refer to next page for full details of the announcement
| Appendix 3H - Notification of cessation of securities | |
|
Appendix 3H - Notification of cessation of securities |
| Part 1 - Announcement Details | |
| 1.1 | Name of +Entity |
RADIOPHARM THERANOSTICS LIMITED
We (the entity named above) provide the following information about our issued capital.
| 1.2 Registered Number Type | Registration Number | |
| ACN | 647877889 | |
| 1.3 ASX issuer code | ||
| RAD | ||
| 1.4 The announcement is | ||
| New announcement | ||
| 1.5 Date of this announcement | ||
| 25/2/2025 |
| Appendix 3H - Notification of cessation of securities | |
|
Appendix 3H - Notification of cessation of securities |
| Part 2 - Details of +equity securities or +debt securities that have ceased | |
ASX +Security Code and Description
RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05
Unquoted +equity securities that have ceased Number of securities that have ceased
149,925,040
Reason for cessation
Expiry of option or other convertible security without exercise or conversion
| Date of cessation | Is the entity paying any consideration for the cessation? | |
| 24/2/2025 | No |
Any other information the entity wishes to notify to ASX about the cessation?
|
|
| Appendix 3H - Notification of cessation of securities | |
|
Appendix 3H - Notification of cessation of securities |
| Part 3 - Issued capital following changes | |
Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:
The figures in parts 3.1 and 3.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
| 3.1 | Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX) |
| ASX +security code and description | Total
number of +securities on issue |
|||
| RADO : OPTION EXPIRING 30-NOV-2026 | 79,352,040 | |||
| RAD : ORDINARY FULLY PAID | 2,333,980,142 | |||
| RADOA : OPTION EXPIRING 24-AUG-2026 | 818,890,534 |
| 3.2 | Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX) |
| ASX +security code and description | Total number of +securities on issue |
|||
| RADAK : OPTION EXPIRING 01-JUN-2027 EX $0.60 | 1,666,500 | |||
| RADAE : OPTION EXPIRING 25-NOV-2025 RESTRICTED | 5,700,006 | |||
| RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES | 209,316,866 | |||
| RADAJ : OPTION EXPIRING 01-JUL-2027 EX $0.17 | 13,137,976 | |||
| RADAF : OPTION EXPIRING 25-NOV-2026 RESTRICTED | 8,666,678 | |||
| RADAG : OPTION EXPIRING 25-NOV-2026 EX $0.60 | 5,066,672 | |||
| RADAH : OPTION EXPIRING 22-DEC-2025 EX $0.60 | 400,000 | |||
| RADAI : OPTION EXPIRING 27-MAY-2027 EX $0.60 | 740,000 | |||
| RADAP : OPTION EXPIRING 24-APR-2028 EX $0.09 | 8,955,224 | |||
| RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05 | 0 | |||
Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.
| Appendix 3H - Notification of cessation of securities | 4 / 4 |