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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 May 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 one announcement (the “Public Notice”) to the Australian Securities Exchange on May 30, 2025 titled:
RADIOPHARM THERANOSTICS LIMITED
EXPLANATORY NOTE
| - | “Change of Director’s Interest Notice (IT)” |
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 | Change of Director’s Interest Notice (IT) |
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: May 30, 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: | 25 February 2025 |
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 | 23 May 2025 | |
| No. of securities held prior to change | Shares | Options | |||
| Direct | 2,530,595 | 18,167,928 | |||
| Indirect | 3,724,697 | 820,422 | |||
| Total | 6,255,292 | 18,988,350 | |||
Class |
RAD Fully Paid Ordinary Shares |
|
Number acquired |
Shares | Options | |||
| Direct | - | - | |||
| Indirect | 3,000,000 | - | |||
| Total | 3,000,000 | - | |||
| + 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 |
$0.029 ea. average |
| No. of securities held after change | Shares | Options | |||
| Direct | 2,530,595 | 18,167,928 | |||
| Indirect | 6,724,697 | 820,422 |
|||
| Total | 9,255,292 |
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 trade (acquired as RADX American Depositary Shares (ADS) on NASDAQ, underlying RAD shares disclosed in this notice) |
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 |