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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 October 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 October 7, 2025 titled:
RADIOPHARM THERANOSTICS LIMITED
EXPLANATORY NOTE
| - | “Notification regarding unquoted 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 | Notification regarding unquoted 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: October 7, 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary | ||
Exhibit 99.1
 |
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
| Announcement Summary | ||
| Entity name | ||||||
| RADIOPHARM THERANOSTICS LIMITED | ||||||
| Date of this announcement | ||||||
| Tuesday October 07, 2025 | ||||||
| The +securities the subject of this notification are: | ||||||
| +Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends | ||||||
| Total number of +securities to be issued/transferred | ||||||
| ASX +security code | Security description | Total
number of |
Issue date | |||
| RADAN | OPTION EXPIRING VARIOUS DATES
EX VARIOUS PRICES |
107,520,000 |
03/10/2025 | |||
| Refer to next page for full details of the announcement | ||||||
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
| Part 1 - Entity and announcement details | |
| 1.1 | Name of entity |
RADIOPHARM THERANOSTICS LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
| 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 |
7/10/2025
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
| Part 2 - Issue details | |
| 2.1 | The +securities the subject of this notification are: | |
+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
has an existing ASX security code (“existing class”)
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
|
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
| Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B | |
Additional +securities in an existing class issued under an +employee incentive scheme ASX +security code and description
RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES
Date the +securities the subject of this notification were issued
3/10/2025
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
| Name of KMP | Name of registered holder | Number of +securities | |||
| Dimitris Voliotis | Dimitris Voliotis | 22,972,000 |
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
| Refer to page 49 of the 2024 Notice of Annual General Meeting for the Material terms of the Omnibus Incentive Plan: http s://announcements.asx.com.au/asxpdf/20241025/pdf/069khmnljqvkz4.pdf |
Any other information the entity wishes to provide about the +securities the subject of this notification
| n/a |
Issue details
| Number of +securities | |||||
| 107,520,000 |
|
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
| Part 4 - +Securities on issue | |
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities 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 issued and 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 | 2,364,949,502 | |
| 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 | 322,236,866 | |
| 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 3G - Notification of issue, conversion or payment up of unquoted equity securities |
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
Part 5 - Other Listing Rule requirements |
|
| 5.1 | Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? |
Yes
| 5.1 | a Select the number of the applicable exception in Listing Rule 7.2 |
13
| Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities |
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