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 December 2024

 

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 December 19, 2024 titled:

 

-

“Application for quotation of securities – RAD”

 

A copy of the Public Notice are 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

 

 

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: December 19, 2024	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

 

Thursday December 19, 2024

 

The +securities to be quoted are:

 

Other

 

Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the circumstances of the issue.

 

In connection to NanoMab’s development milestone being met and paid in shares as previously detailed in the IPO prospectus dated 23 Nov 2021. For further details refer to page 79 and 80 in the prospectus document (Link: https://anno uncements.asx.com.au/asxpdf/20211123/pdf/4539r3nqcy0t7y.pdf).

 

Total number of +securities to be quoted

 

				Number of +securities to
ASX +security code		Security description		be quoted				Issue date
RAD		ORDINARY FULLY PAID			20,594,438			13/12/2024

 

Refer to next page for full details of the announcement

 

 

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

 

19/12/2024

 

 

Appendix 2A - Application for quotation of securities

 

Part 2 - Type of Issue

 

2.1 The +securities to be quoted are:

 

Other

 

Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the circumstances of the issue.

 

2.2 The +class of +securities to be quoted is:

 

Additional +securities in a class that is already quoted on ASX (“existing class”)

 

2.3c Have these +securities been offered under a +disclosure document or +PDS?

 

No

 

2.3d Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

 

In connection to NanoMab’s development milestone being met and paid in shares as previously detailed in the IPO prospectus dated 23 Nov 2021. For further details refer to page 79 and 80 in the prospectus document (Link: https://anno uncements.asx.com.au/asxpdf/20211123/pdf/4539r3nqcy0t7y.pdf).

 

2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

 

The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

 

 

Appendix 2A - Application for quotation of securities

 

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

 

 

Additional +securities to be quoted in an existing class

 

ASX +security code and description

 

RAD : ORDINARY FULLY PAID

 

Issue date

 

13/12/2024

 

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class?

 

Yes

 

Issue details

 

 

Number of +securities to be quoted

 

20,594,438

 

Are the +securities being issued for a cash consideration?

 

No

 

Please describe the consideration being provided for the +securities

 

In connection to NanoMab’s development milestone being met and paid in shares as previously detailed in the IPO prospectus dated 23 Nov 2021.

 

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

 

0.036000

 

Any other information the entity wishes to provide about the +securities to be quoted

 

 

The purpose(s) for which the entity is issuing the securities

 

Other

 

Please provide additional details

 

In connection to NanoMab’s development milestone being met and paid in shares as previously detailed in the IPO prospectus dated 23 Nov 2021.

 

 

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)

 

		Total number of +securities
ASX +security code and description		on issue
RADO : OPTION EXPIRING 30-NOV-2026			79,352,040
RAD : ORDINARY FULLY PAID			2,193,555,194
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)

 

		Total number
ASX +security code and description		of +securities on issue
RADAK : OPTION EXPIRING 01-JUN-2027 EX $0.60			2,500,000
RADAE : OPTION EXPIRING 25-NOV-2025 RESTRICTED			5,700,006
RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			72,262,387
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
RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05			149,925,040

 

 

Appendix 2A - Application for quotation of securities

 

Part 5 - Other Listing Rule requirements

 

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does 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

 

16

 

 

---