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6-K 1 ea0255218-6k_radio.htm REPORT OF FOREIGN PRIVATE ISSUER

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 August 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 August 29, 2025 titled:

RADIOPHARM THERANOSTICS LIMITED

EXPLANATORY NOTE

“Appendix 4E and Preliminary Final Report”

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		Appendix 4E and Preliminary Final Report

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: August 29, 2025	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

EX-99.1 2 ea025521801ex99-1_radio.htm APPENDIX 4E AND PRELIMINARY FINAL REPORT

Exhibit 99.1

Radiopharm Theranostics Limited
Appendix 4E
Preliminary final report

1. Company details

Name of entity:	Radiopharm Theranostics Limited
ABN:	57 647 877 889
Reporting period:	For the year ended 30 June 2025
Previous period:	For the year ended 30 June 2024

2. Results for announcement to the market

					$

Revenue from contracts with customers	up	1114.3	%	to		3,633,422

Loss from ordinary activities after tax attributable to the owners of Radiopharm Theranostics Limited	down	20.2	%	to		(36,703,089	)

Loss for the year attributable to the owners of Radiopharm Theranostics Limited	down	20.2	%	to		(36,703,089	)

No dividends have been paid or declared by the group for the current financial year. No dividends were paid for the previous financial year.

3. Distributions

No dividends have been paid or declared by the group for the current financial year. No dividends were paid for the previous financial year.

4. Explanation of results

The group reported a loss for the year ended 30 June 2025 of $38,342,457 (30 June 2024: $47,949,119). The decreased loss for the comparative period is due to the decrease in fair value movements in contingent consideration and decrease in share-based payments during the year.

The group's net assets increased to $42,871,904 (30 June 2024: $27,353,286). This is primarily due to the increase in cash due to capital raises during the year and increase in trade and other receivables due to recognition of income associated with the tax incentive related to research and development activities during the financial year. As at 30 June 2025, the group had cash reserves of $29,116,835 (30 June 2024: $18,575,040).

The Appendix 4E financial report follows, with the further details to be included in the audited financial statements to be released by 30 September 2025.

5. Net tangible assets per security

	30 June 2025			30 June 2024
		Cents			Cents

Net tangible assets per ordinary security		(0.16	)		(4.72	)

Radiopharm Theranostics Limited
Appendix 4E
Preliminary final report

6. Changes in controlled entities

On 26 August 2024, Radiopharm announced they had increased their ownership in Radiopharm Ventures from 51% to 75%.

There have been no other changes in controlled entities during the year ended 30 June 2025.

7. Other information required by Listing Rule 4.3A

a. Details of individual and total dividends or distributions and dividend or distribution payments: N/A

b. Details of any dividend or distribution reinvestment plans: N/A

c. Details of associates and joint venture entities:

	Place of business /	Ownership interest held by the group
Name of entity	country of incorporation	2025			2024
				%			%

Radiopharm Ventures LLC	United States		75			51

On 9 July 2022, Radiopharm Theranostics (USA) Inc. and The University of Texas MD Anderson Cancer Center formed Radiopharm Ventures, LLC, a joint venture to develop novel radiopharmaceutical therapeutic products for cancer. The joint venture will focus initially on developing products based on MD Anderson intellectual property. On 26 August 2024, Radiopharm announced they had increased their ownership in Radiopharm Ventures from 51% to 75%.

d. Other information: N/A

8. Audit

The financial statements are currently in the process of being audited. Audited financial statements along with the independent auditor report for the year ended 30 June 2025 is expected to be released by the middle of September 2025 with an unqualified opinion.

Radiopharm Theranostics Limited

ABN 57 647 877 889

Preliminary Final Report - 30 June 2025

Radiopharm Theranostics Limited
Contents
30 June 2025

Statement of profit or loss and other comprehensive income	6
Statement of financial position	7
Statement of changes in equity	8
Statement of cash flows	10
Notes to the financial statements	11

General information

The financial statements cover Radiopharm Theranostics Limited as a consolidated entity consisting of Radiopharm Theranostics Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Radiopharm Theranostics Limited's functional and presentation currency.

Radiopharm Theranostics Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 3, 62 Lygon Street, Carlton VIC 3053

Radiopharm Theranostics Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2025

		Consolidated
	Note	30 June 2025			30 June 2024
		$			$

Revenue
Revenue from contracts with customers	2		3,633,422			299,228
Cost of Sales			(3,594,146	)		-

Gross profit			39,276			299,228

Other income and expense items	3		10,256,740			1,343,062
Other losses	4		(351,646	)		(1,226,108	)

Expenses
General and administrative expenses	5		(14,638,013	)		(13,039,246	)
Research and development expenses	6		(27,515,194	)		(23,086,267	)
Share-based payments expenses			(1,895,348	)		(2,640,178	)
Fair value movement in contingent consideration			(4,069,680	)		(8,860,358	)

Operating loss			(38,173,865	)		(47,209,867	)

Finance expenses			(65,300	)		(642,888	)

Loss before income tax expense			(38,239,165	)		(47,852,755	)

Income tax expense			(103,292	)		(96,364	)

Loss after income tax expense for the year			(38,342,457	)		(47,949,119	)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations			464,034			202,956

Other comprehensive loss for the year, net of tax			464,034			202,956

Total comprehensive loss for the year			(37,878,423	)		(47,746,163	)

Loss for the year is attributable to:
Non-controlling interest			(1,639,368	)		(1,964,213	)
Owners of Radiopharm Theranostics Limited			(36,703,089	)		(45,984,906	)

			(38,342,457	)		(47,949,119	)

Total comprehensive income for the year is attributable to:
Non-controlling interest			(1,639,368	)		(1,964,213	)
Owners of Radiopharm Theranostics Limited			(36,239,055	)		(45,781,950	)

			(37,878,423	)		(47,746,163	)

	Cents			Cents

Loss per share for loss attributable to the ordinary equity holders of the group:

Basic and diluted loss per share		(1.76	)		(12.41	)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes The above statement of financial position should be read in conjunction with the accompanying notes

Radiopharm Theranostics Limited
Statement of financial position
As at 30 June 2025

		Consolidated
	Note	30 June 2025			30 June 2024
		$			$

Assets

Current assets
Cash and cash equivalents	7		29,116,835			18,575,040
Trade and other receivables	8		10,400,060			987,413
Assets classified as held for sale			-			2,997,592
Other current assets			337,093			288,215
Total current assets			39,853,988			22,848,260

Non-current assets
Property, plant and equipment			53,466			60,797
Intangibles Assets			46,574,422			49,087,288
Other financial assets			-			40,000
Total non-current assets			46,627,888			49,188,085

Total assets			86,481,876			72,036,345

Liabilities

Current liabilities
Trade and other payables	9		9,340,993			10,856,793
Other financial liabilities	10		3,421,337			6,319,189
Employee benefits			450,104			399,788
Deferred revenue			1,720,551			-
Total current liabilities			14,932,985			17,575,770

Non-current liabilities
Other financial liabilities	10		28,676,987			27,107,289
Total non-current liabilities			28,676,987			27,107,289

Total liabilities			43,609,972			44,683,059

Net assets			42,871,904			27,353,286

Equity
Share capital	11		176,558,493			100,681,716
Other equity	12		849,544			849,544
Other reserves			13,116,919			37,930,072
Accumulated losses			(145,732,952	)		(111,338,770	)
Non-controlling interest			(1,920,100	)		(769,276	)

Total equity			42,871,904			27,353,286

Radiopharm Theranostics Limited
Statement of changes in equity
For the year ended 30 June 2025

	Attributable to owners of Radiopharm Theranostics Limited
	Share Capital			Other equity			Other reserves			Accumulated losses			Non- controlling interest			Total equity
Consolidated	$			$			$			$			$			$

Balance at 1 July 2023		97,230,329			2,146,566			10,361,457			(65,353,864	)		1,194,937			45,579,425

Loss after income tax expense for the year		-			-			-			(45,984,906	)		(1,964,213	)		(47,949,119	)
Other comprehensive income for the year, net of tax		-			-			202,956			-			-			202,956

Total comprehensive income for the year		-			-			202,956			(45,984,906	)		(1,964,213	)		(47,746,163	)

Transactions with owners in their capacity as owners:
Contributions of equity (note 11)		3,560,298			-			-			-			-			3,560,298
Transaction costs (note 11)		(2,633,140	)		-			-			-			-			(2,633,140	)
Issue of options (note 11)		-			-			3,372,264			-			-			3,372,264
Equity-settled payments (note 11)		223,526			-			(191,834	)		-			-			31,692
Issue of shares as part of license acquisition (note 11)		1,297,022			(1,297,022	)		-			-			-			-
Issue of shares per the share purchase agreement (note 11)		900,000			-			-			-			-			900,000
Issue of shares in lieu of services		103,681			-			-			-			-			103,681
Shares to be issued		-			-			24,185,229			-			-			24,185,229
		-			-			-			-			-			-

Balance at 30 June 2024		100,681,716			849,544			37,930,072			(111,338,770	)		(769,276	)		27,353,286

The above statement of changes in equity should be read in conjunction with the accompanying notes

Radiopharm Theranostics Limited
Statement of changes in equity
For the year ended 30 June 2025

	Attributable to owners of Radiopharm Theranostics Limited
	Share Capital		Other equity		Other reserves			Accumulated losses			Non- controlling interest			Total equity
Consolidated	$		$		$			$			$			$

Balance at 1 July 2024		100,681,716		849,544		37,930,072			(111,338,770	)		(769,276	)		27,353,286

Loss after income tax expense for the year		-		-		-			(36,703,089	)		(1,639,368	)		(38,342,457	)
Other comprehensive income for the year, net of tax		-		-		464,034			-			-			464,034

Total comprehensive income for the year		-		-		464,034			(36,703,089	)		(1,639,368	)		(37,878,423	)

Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs ( note 11)		74,915,537		-		(23,885,229	)		-			-			51,030,308
Issue of shares for milestone completion		741,400		-		-			-			-			741,400
Issue of options		-		-		2,157,778			-			-			2,157,778
Equity-settled payments		219,840		-		(231,115	)		-			-			(11,275	)
Expiration of options		-		-		(2,797,451	)		2,797,451			-			-
Forfeiture of options		-		-		(221,170	)		-			-			(221,170	)
Cancellation of shares to be issued		-		-		(300,000	)		-			-			(300,000	)
Increase in ownership in RAD Ventures		-		-		-			(488,544	)		488,544			-

Balance at 30 June 2025		176,558,493		849,544		13,116,919			(145,732,952	)		(1,920,100	)		42,871,904

The above statement of changes in equity should be read in conjunction with the accompanying notes

Radiopharm Theranostics Limited
Statement of cash flows
For the year ended 30 June 2025

		Consolidated
	Note	30 June 2025			30 June 2024
		$			$

Cash flows from operating activities
Receipts from customers (inclusive of GST)			5,353,973			260,462
Payments to suppliers and employees (inclusive of GST)			(42,799,759	)		(28,138,720	)
Interest received			800,309			50,484
Research and development tax incentive received			-			4,851,839

Net cash used in operating activities			(36,645,477	)		(22,975,935	)

Cash flows from investing activities
Proceeds from the sale of intellectual property			2,997,592			-
Payments of license fee liabilities			(1,226,994	)		(320,000	)

Net cash from/(used in) investing activities			1,770,598			(320,000	)

Cash flows from financing activities
Proceeds from issue of shares	11		53,977,902			29,645,526
Share issue transaction costs			(4,738,000	)		(1,533,771	)
Proceeds from borrowings			-			7,369,190
Transaction costs related to loans and borrowings			(218,633	)		(117,000	)
Repayment of borrowings			(1,900,000	)		(5,167,000	)
Settlement with Lind			(1,689,721	)		-

Net cash from financing activities			45,431,548			30,196,945

Net (decrease)/increase in cash and cash equivalents			10,556,669			6,901,010
Cash and cash equivalents at the beginning of the financial year			18,575,040			11,699,066
Effects of exchange rate changes on cash and cash equivalents			(14,874	)		(25,036	)

Cash and cash equivalents at the end of the financial year	7		29,116,835			18,575,040

The above statement of cash flows should be read in conjunction with the accompanying notes Management has determined based on the reports reviewed by the chief operating decision maker that are used to make strategic decisions,that the group has one reportable segment being the research, development and commercialisation of health technologies.

Radiopharm Theranostics Limited
Notes to the financial statements
30 June 2025

Note 1. Segment information

The segment details are therefore fully reflected in the body of the preliminary financial report.

Note 2. Revenue from contract with customers

	30 June 2025		30 June 2024
	$		$

Revenue from contract with customers
Revenue recognised over time		3,633,422		299,228
Total revenue from continuing operations		3,633,422		299,228

(a) Accounting policies

During the period ended 30 June 2025, the group entered into a strategic development services contract with Lantheus to advance clinical development of innovative radiopharmaceuticals in Australia.

Note 3. Other income and expense items

(a) Other income

	30 June 2025		30 June 2024
	$		$

Interest		888,196		50,484
Research and development tax incentive		9,368,544		1,292,578

Other income and expense items		10,256,740		1,343,062

(i) R&D tax incentive

The group's research and development activities are eligible under an Australian government tax incentive for eligible expenditure. Where expenditure is incurred outside of Australia, an 'overseas finding' must be obtained from AusIndustry prior to any such expenditure being eligible under the scheme. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. Amounts are recognised when it has been established that the conditions of the tax incentive have been met and that the expected amount can be reliably measured. For the year ended 30 June 2025, the group has included an item in other income of $9,368,544 (2024: $1,292,578) to recognise income over the period necessary to match the grant on a systematic basis with the costs that they are intended to compensate. An additional of $3,587,887 of accrued income has been recognised for FY2024 as at 30 June 2025.

Radiopharm Theranostics Limited
Notes to the financial statements
30 June 2025

Note 4. Other gains/(losses)

	30 June 2025			30 June 2024
	$			$

Fair value adjustment on financing agreements		(489,787	)		366,719
Net foreign exchange gains/(losses)		138,141			94,964
Loss on sale of available-for-sale assets		-			(1,687,791	)

		(351,646	)		(1,226,108	)

Note 5. General and administrative expenses

	30 June 2025		30 June 2024
	$		$

Accounting and audit		957,895		845,818
Consulting		286,138		95,179
Depreciation		7,331		7,534
Employee benefits		10,120,149		9,448,779
Insurance		105,762		359,209
Investor relations		313,671		323,588
Legal		656,036		164,754
Listing and share registry		190,795		193,797
Patent costs		205,017		204,163
Travel and entertainment		808,546		427,676
Other		986,673		968,749

		14,638,013		13,039,246

Note 6. Research and development expenses

	30 June 2025		30 June 2024
	$		$

Amortisation		2,588,306		3,118,752
AVb6 Integrin (TRIMT)		1,876,983		993,645
Consulting Fees R&D		930,292		929,229
hu PSA Anti-body (Diaprost)		2,925,445		298,312
Impairment lossess		-		1,478,892
R&D Ventures		5,989,964		3,931,541
NanoMab		7,185,000		6,501,174
Neoindicate		437,400		529,424
Pivalate - Imperial		5,184,136		3,962,355
UCLA		226,063		1,253,493
Other		171,605		89,450

		27,515,194		23,086,267

Radiopharm Theranostics Limited
Notes to the financial statements
30 June 2025

Note 6. Research and development expenses (continued)

The categories shown here align with the intellectual property held by the group and represents the amount of R&D expended on developing the respective intellectual property.

Note 7. Cash and cash equivalents

	Consolidated
	30 June 2025		30 June 2024
	$		$

Current assets
Cash at bank		29,116,835		18,575,040
		29,116,835		18,575,040

(i) Reconciliation to cash flow statement

The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows at the end of the financial year and period, respectively, as follows:

	30 June 2025		30 June 2024
	$		$

Balance as above		29,116,835		18,575,040
Balance per statement of cash flows		29,116,835		18,575,040

(ii) Classification as cash equivalents

Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest.

Note 8. Trade and other receivables

	30 June 2025						30 June 2024
	Current		Non-current		Total		Current		Non-current		Total
	$		$		$		$		$		$

Accrued receivables(i)		10,171,532		-		10,171,532		802,988		-		802,988
GST and other receivables		228,528		-		228,528		184,425		-		184,425
		10,400,060		-		10,400,060		987,413		-		987,413

(i) Accrued receivables

Accrued receivables comprise $10,171,532 from the Australian Taxation Office in relation to the R&D tax incentive (30 June 2024: $802,988).

Radiopharm Theranostics Limited
Notes to the financial statements
30 June 2025

Note 9. Trade and other payables

	30 June 2025						30 June 2024
	Current		Non-current		Total		Current		Non-current		Total
	$		$		$		$		$		$

Trade payables		6,347,397		-		6,347,397		6,434,524		-		6,434,524
Amounts due to employees		-		-		-		490,335		-		490,335
Accrued expenses		2,750,662		-		2,750,662		1,680,442		-		1,680,442
Other payables		242,934		-		242,935		248,302		-		248,302
R&D Advance		-		-		-		2,003,190		-		2,003,190
		9,340,992		-		9,340,992		10,856,793		-		10,856,793

Note 10. Other financial liabilities

	30 June 2025		30 June 2024
	$		$

Current liabilities
Diaprost contingent consideration		1,328,087		-
NanoMab contingent consideration*		1,832,833		2,594,015
Pivalate contingent consideration		225,245		-
Pharma 15 deferred consideration		-		1,226,994
TRIMT contingent consideration		-		1,369,290
MD Anderson provision		35,172		-
Advanced payment liability		-		1,128,890

		3,421,337		6,319,189

Non-current liabilities
Diaprost contingent consideration		8,841,829		9,458,869
NanoMab contingent consideration		4,899,858		5,709,332
Neoindicate contingent consideration		1,870,454		439,102
Pivalate contingent consideration		1,933,981		1,775,926
Pharma 15 contingent consideration		1,134,164		1,347,293
TRIMT contingent consideration		8,423,667		6,915,443
MD Anderson contingent consideration		1,573,034		1,461,324

		28,676,987		27,107,289

		32,098,324		33,426,478

Payment to be made in the form of ordinary shares in the company, based on the price of the 7 day volume weighted average price (VWAP) prior to the announcement of the milestone on the ASX.

Radiopharm Theranostics Limited
Notes to the financial statements
30 June 2025

Note 11. Share capital

	30 June 2025		30 June 2024		30 June 2025		30 June 2024
Ordinary Shares	Shares		Shares		$		$

Ordinary Shares Fully paid		2,364,949,502		460,367,051		176,558,493		100,681,716

(i) Movements in ordinary shares:

	Number of		Total
Details	Shares		$

Balance at 1 July 2023		339,313,037		97,230,329
Issue at $0.070 pursuant to rights issue (2023-12-08)		30,197,244		2,113,808
Issue at $0.105 of forfeiture shares as per employment contract (2023-12-14)		2,128,815		223,526
Issue of ordinary shares at $0.0864 in lieu of cash for services rendered (2024-01-05)		1,200,013		103,681
Issue at $0.07 pursuant to rights issue shortfall (2024-01-31)		18,714,145		1,309,990
Issue at $0.07 pursuant to rights issue shortfall (2024-02-09)		1,950,000		136,500
Issue at $0.059 pursuant to Lind agreement (2024-02-14)		20,000,000		-
Issue at $0.059 as part of Pharma15 acquisition (2024-03-04)		25,856,470		1,297,022
Issue at $0.052 pursuant to Lind agreement (2024-03-12)		5,769,231		300,000
Issue at $0.045 pursuant to Lind agreement (2024-04-15)		6,666,667		300,000
Issue at $0.035 pursuant to Lind agreement (2024-05-16)		8,571,429		300,000
Less: Transaction costs arising on share issues		-		(2,633,140	)

Balance at 30 June 2024		460,367,051		100,681,716

	Number of		Total
Details	Shares		$

Balance at 1 July 2024		460,367,051		100,681,716
Issue of ordinary shares at $0.040 pursuant to issue of securities (2024-07-01)		597,130,727		23,885,229
Issue of ordinary shares at $0.040 pursuant to Tranche 2 placement shares (2024-08-21)		858,056,603		34,322,264
Issue of ordinary shares at $0.040 pursuant to Tranche 2 placement shares (2024-08-21)		14,031,195		561,248
Issue of ordinary shares at $0.050 pursuant to Lantheus investment (2024-08-23)		149,625,180		7,481,259
Issue of ordinary shares at $0.040 pursuant to issue of placement shares (2024-09-13)		93,750,000		3,750,000
Issue of ordinary shares at $0.036 for the achievement of a milestone (2024-12-13)		20,594,438		741,400
Issue of ordinary shares at $0.036 pursuant to forfeiture shares (2024-12-16)		7,091,615		219,840
Issue of ordinary shares at $0.060 pursuant to issue of placement shares to Lantheus (2025-01-20)		133,333,333		8,000,000
Issue of ordinary shares at $0.025 for the achievement of a milestone (2025-06-12)		30,969,360		774,234
Less: Transaction costs arising on share issues		-		(3,858,697	)

Balance at 30 June 2025		2,364,949,502		176,558,493

Note 12. Other equity

	Consolidated
	30 June 2025		30 June 2024
	$		$

Contingent issue of equity		849,544		849,544
		849,544		849,544

Radiopharm Theranostics Limited
Notes to the financial statements
30 June 2025

Note 13. Events after the reporting period

No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.