RADX Radiopharm Theranostics Ltd

 

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 March 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

 

EXPLANATORY NOTE

 

Radiopharm Theranostics Limited (the “Company”) published one announcement (the “Public Notice”) to the Australian Securities Exchange on March 7, 2025 titled:

 

-

“Update - 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		Update - 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: March 7, 2025	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

Exhibit 99.1

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Update Summary

 

Entity name

 

RADIOPHARM THERANOSTICS LIMITED

 

Announcement Type

 

Update to previous announcement

 

Date of this announcement

 

Friday March 07, 2025

 

Reason for the update

 

Correction to Q5.1a, equities issued under LR 7.2 Exception 13

 

Refer to next page for full details of the announcement

 

 

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

 

Update/amendment to previous announcement

 

1.4a Reason for update to a previous announcement

 

Correction to Q5.1a, equities issued under LR 7.2 Exception 13

 

1.4 b Date of previous announcement to this update

 

7/3/2025

 

1.5 Date of this announcement

 

7/3/2025

 

 

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:

 

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

 

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

 

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

 

 

ASX +security code and description

 

RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

 

Date the +securities the subject of this notification were issued

 

6/3/2025

 

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?

 

No

 

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

 

Notice of 2024 AGM  https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02871492-2A1557838

 

Any other information the entity wishes to provide about the +securities the subject of this notification

 

 

Issue details

 

 

Number of +securities

 

400,000

 

 

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)

 

		Total number of
ASX +security code and description		+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

 

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 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

 

5.1a 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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