RDPTF Radiopharm Theranostics Ltd (PK)

 

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 February 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 two announcements (the “Public Notice”) to the Australian Securities Exchange on February 25, 2025 titled:

 

	-	“Change of Director’s Interest Notice (IT)”
	-	“Notification of cessation of 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		Change of Director’s Interest Notice (IT)
99.2		Notification of cessation 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: February 25, 2025	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

Exhibit 99.1

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Rule 3.19A.2

 

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Ian Turner
Date of Last Notice:	18 December 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct and indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Superannuation fund
Date of change		19 February 2025

No. of securities held prior to change			Shares	Options
		Direct	2,530,595	18,167,928
		Indirect	2,424,697	820,422
		Total	4,955,292	18,988,350

Class

Unlisted Options

Number acquired			Shares	Options
		Direct	-	-
		Indirect	1,300,000	-
		Total	1,300,000	-

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

$0.026 ea.

No. of securities held after change			Shares	Options
		Direct	2,530,595	18,167,928
		Indirect	3,724,697	820,422
		Total	6,255,292	18,988,350

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

On market purchase

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

 

 

Exhibit 99.2

 

Appendix 3H - Notification of cessation of securities

 

 

Announcement Summary

 

Entity name

 

RADIOPHARM THERANOSTICS LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

Tuesday February 25, 2025

 

Details of +securities that have ceased

 

ASX +security code		Security description		Number of +securities that  have ceased		The +securities have  ceased due to			Date of  cessation
RADAAA		OPTION EXPIRING  24-FEB-2025 EX $0.05		149,925,040		Expiry of option or other convertible security without  exercise or conversion			24/02/2025

 

Refer to next page for full details of the announcement

 

 

Appendix 3H - Notification of cessation of securities

 

Part 1 - Announcement Details

 

1.1

Name of +Entity

 

RADIOPHARM THERANOSTICS LIMITED

 

We (the entity named above) provide the following information about our issued capital.

 

	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
	25/2/2025

  

 

Appendix 3H - Notification of cessation of securities

 

Part 2 - Details of +equity securities or +debt securities that have ceased

 

ASX +Security Code and Description

 

RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05

 

Unquoted +equity securities that have ceased Number of securities that have ceased

 

149,925,040

 

Reason for cessation

 

Expiry of option or other convertible security without exercise or conversion

 

	Date of cessation	Is the entity paying any consideration for the cessation?
	24/2/2025	No

 

Any other information the entity wishes to notify to ASX about the cessation?

 

 

Appendix 3H - Notification of cessation of securities

 

Part 3 - Issued capital following changes

 

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

 

The figures in parts 3.1 and 3.2 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.

 

3.1

Quoted +equity securities and +debt securities (total number of each +class of +securities 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			2,333,980,142
RADOA : OPTION EXPIRING 24-AUG-2026			818,890,534

 

3.2

Unquoted +equity securities (total number of each +class of +equity 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			209,316,866
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
RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05			0

 

Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

  

Appendix 3H - Notification of cessation of securities

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