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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 June 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 June 12, 2025 titled:
RADIOPHARM THERANOSTICS LIMITED
EXPLANATORY NOTE
| - | “Application for quotation of securities - RAD” | |
| - | “Notice Under Section 708A” |
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 | Application for quotation of securities – RAD | |
| 99.2 | Notice Under Section 708A |
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: June 12, 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary | ||
3
Exhibit 99.1
 |
Appendix 2A - Application for quotation of securities |
| Announcement Summary | ||||||
| Entity name | ||||||
| RADIOPHARM THERANOSTICS LIMITED | ||||||
| Announcement Type | ||||||
| New announcement | ||||||
| Date of this announcement | ||||||
| Wednesday June 11, 2025 | ||||||
| The +securities to be quoted are: | ||||||
| +Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B | ||||||
| Total number of +securities to be quoted | ||||||
| ASX +security code | Security description | Number of +securities to be quoted | Issue date | |||
| RAD | ORDINARY FULLY PAID | 30,969,360 | 11/06/2025 | |||
| Refer to next page for full details of the announcement | ||||||
| Appendix 2A - Application for quotation of securities |
|
|
Appendix 2A - Application for quotation of securities |
| Part 1 - Entity and announcement details | |
| 1.1 | Name of entity |
RADIOPHARM THERANOSTICS LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.
| 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 |
11/6/2025
| Appendix 2A - Application for quotation of securities |
|
|
Appendix 2A - Application for quotation of securities |
| Part 2 - Type of Issue | |
| 2.1 | The +securities to be quoted are: | |
+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B
| Previous Appendix 3B details: | |||||
| Announcement Date and Time | Announcement Title | Selected Appendix 3B to submit quotation request | |||
| 10-Jun-2025 17:35 | New - Proposed issue of securities - RAD | A placement or other type of issue |
2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?
No
| Appendix 2A - Application for quotation of securities |
|
|
Appendix 2A - Application for quotation of securities |
| Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B | |
Placement Details
ASX +security code and description
RAD : ORDINARY FULLY PAID
Issue date
11/6/2025
Distribution Schedule
Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category.
| Number of +securities held | Number of holders | Total percentage of +securities held For example, to enter a value of 50% please input as 50.00 |
|||
| 1 - 1,000 | % | ||||
| 1,001 - 5,000 | % | ||||
| 5,001 - 10,000 | % | ||||
| 10,001 - 100,000 | % | ||||
| 100,001 and over | % |
| Appendix 2A - Application for quotation of securities |
|
|
Appendix 2A - Application for quotation of securities |
Issue details
Number of +securities to be quoted
30,969,360
Are the +securities being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
| Milestone payment associated with announcement dated 4 June 2025 "RAD Doses 1st Patient in Therapeutic Trial of 177Lu-RAD202" and as described in Prospectus dated 14 October 2021. |
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted
0.025000
Any other information the entity wishes to provide about the +securities to be quoted
| Appendix 2A - Application for quotation of securities |
|
|
Appendix 2A - Application for quotation of securities |
| Part 4 - Issued capital following quotation | |
Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:
The figures in parts 4.1 and 4.2 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.
| 4.1 | Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) |
| ASX +security code and description | Total number of +securities on issue |
|
| RADO : OPTION EXPIRING 30-NOV-2026 | 79,352,040 | |
| RAD : ORDINARY FULLY PAID | 2,364,949,502 | |
| RADOA : OPTION EXPIRING 24-AUG-2026 | 818,890,534 |
| 4.2 | Unquoted +securities (total number of each +class of +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 | 209,716,866 | |
| 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 |
| Appendix 2A - Application for quotation of securities |
|
Exhibit 99.2
| ASX ANNOUNCEMENT 12 June 2025 |
|
Notice Under Section 708A(5) of the Corporations Act 2001
This notice is given by Radiopharm Theranostics Limited (ASX:RAD) (‘RAD’ or the ‘Company’) under section 708A(5)(e) of the Corporations Act 2001 (the ‘Corporations Act’).
| Type | Shares |
| Class/description | Ordinary Fully Paid |
| ASX code | RAD |
| Date of issue | 11 June 2025 |
| Number issued | 30,969,360 |
The Company gives notice under section 708A(5)(e) of the Corporations that:
| 1. | the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; |
| 2. | as at the date of this notice the Company has complied with: |
| (i) | the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and |
| (ii) | sections 674 and 674A of the Corporations Act; and |
| 3. | as at the date of this notice, there is no information to be disclosed which is ‘excluded information’ (as defined in sections 708A(7) and 708A(8) of the Corporations Act) which is required to be disclosed by the Company. |
Phillip Hains
Joint Company Secretary
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889