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Radiopharm Theranostics Announces Concurrent US$4.1 Million Registered Direct Offering and Up To Additional A$12.7 (US$8.9) Million Australian Placement and Share Purchase Plan

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Radiopharm Theranostics (Nasdaq: RADX, ASX: RAD) has entered into a Securities Purchase Agreement with certain U.S. accredited institutional investors for a registered direct offering of 1,281,646 ADSs at US$3.16 per ADS, to raise about US$4.1 million in gross proceeds. In a concurrent private placement, it will issue investors unregistered warrants for up to 1,281,646 ADSs with a US$3.79 exercise price, expiring July 31, 2029, with closing expected around July 28, 2026.

Separately, Radiopharm has received firm commitments from Australian institutional and professional investors for an Australian Placement of approximately A$6.7 million (US$4.7 million), part of which (40 million shares, A$0.6 million) is subject to shareholder approval, and plans a Share Purchase Plan of up to A$6 million (US$4.2 million) for eligible Australia and New Zealand shareholders, also subject to approval. Under the Australian Placement and Share Purchase Plan, one option (exercise price A$0.018, expiring July 31, 2029) is anticipated per new share. According to the company, proceeds are intended to fund the commencement of the RAD101 registrational study, advance multiple therapeutic programs, support partnering initiatives, and provide working capital.

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Positive

  • US$4.1 million gross proceeds from U.S. registered direct ADS offering
  • Additional Australian Placement commitments of about A$6.7 million (US$4.7 million)
  • Share Purchase Plan to raise up to A$6 million (US$4.2 million)
  • Capital intended to fund RAD101 registrational study and clinical milestones
  • Warrants for up to 1,281,646 ADSs and options (A$0.018) add potential future funding

Negative

  • Equity offerings, warrants and options imply future share dilution for existing holders
  • Portion of Australian Placement (40 million shares, A$0.6 million) requires shareholder approval
  • Share Purchase Plan and associated options are subject to shareholder approval
  • Offer proceeds are stated before placement agent fees and offering expenses

Market reaction after US$4.1M public offering: RADX -17.25% in the Jul 24 session

-17.25% 51.6x vol
29 alerts
-17.25% Session close to close
-47.8% Trough in 12 min
$33.82M Market Cap
51.6x Rel. Volume

In the Jul 24 session, RADX declined 17.25%, reflecting a significant negative market reaction. Argus tracked a trough of -47.8% from its starting point during tracking. Our momentum scanner triggered 29 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 51.6x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -17.3% in the session following this news. Historical event 1044354 recorded a -2....
Analysis

The stock dropped -17.3% in the session following this news. Historical event 1044354 recorded a -2.48% 24-hour reaction after a business update. The active F-3 shelf is a resale registration by existing investors, and low short positioning provided limited squeeze-risk context.

Key Figures

ADS offering price: US$3.16 per ADS US offering proceeds: Approximately US$4.1 million Warrants: 1,281,646 ADS warrants at US$3.79 per ADS +5 more
8 metrics
ADS offering price US$3.16 per ADS Registered direct offering of 1,281,646 ADSs
US offering proceeds Approximately US$4.1 million Aggregate gross proceeds before fees and offering expenses
Warrants 1,281,646 ADS warrants at US$3.79 per ADS Concurrent private placement; expire July 31, 2029
Australian placement Approximately A$6.7 million (US$4.7 million) Gross proceeds before fees and offering expenses
Approval-dependent shares 40.0 million ordinary shares for A$0.6 million (US$0.4 million) Australian Placement subject to shareholder approval
Share Purchase Plan Up to A$6 million (US$4.2 million) Available to eligible shareholders in Australia and New Zealand
Option exercise price A$0.018 per option Options under the Australian Placement and Share Purchase Plan; expire July 31, 2029
ADS conversion 300 ordinary shares per ADS Company securities structure

Historical Context

5 past events · Latest: Apr 23 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 23 Business update Negative -2.5% Cash declined alongside reported net operating cash outflows and ongoing clinical program investment.
Apr 20 Clinical trial data Positive +4.6% Initial HEAT findings showed tumor uptake, tolerability, and no dose-limiting toxicities.
Apr 16 Trial enrollment Positive -0.2% RAD101 enrollment completed with interim MRI concordance and planned Phase 3 advancement.
Apr 08 Dose escalation Positive +3.0% The DSMC recommended advancing RAD202 to the 130mCi third cohort.
Apr 07 Supply agreement Positive -1.6% Siemens Healthineers signed a U.S. supply agreement supporting upcoming RAD101 trials.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Three of the five selected prior news events had directionally aligned reactions, while two positive clinical or supply announcements diverged with negative or near-flat reactions.

Key Terms

registered direct offering, private placement, shelf registration statement, form f-3, +1 more
5 terms
registered direct offering financial
"to issue, in a registered direct offering, 1,281,646 American Depositary Shares"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
private placement financial
"In a concurrent private placement and pursuant to the terms of the SPA"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
shelf registration statement regulatory
"being offered by the Company pursuant to a “shelf” registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form f-3 regulatory
"a “shelf” registration statement on Form F-3 (File No. 333-292178)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
regulation d regulatory
"and Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK and SYDNEY, July 24, 2026 (GLOBE NEWSWIRE) -- Radiopharm Theranostics Limited (ASX: RAD, Nasdaq: RADX, “Radiopharm” or the “Company”), a clinical-stage biopharmaceutical company focused on developing innovative oncology radiopharmaceuticals for areas of high unmet medical need, today announces that it has entered into a Securities Purchase Agreement (“SPA”) with certain U.S. accredited institutional investors to issue, in a registered direct offering, 1,281,646 American Depositary Shares (“ADSs”), representing 384,493,800 ordinary shares (with each ADS representing 300 ordinary shares) of the Company, at an offering price of US$3.16 per ADS, to raise aggregate gross proceeds of approximately US$4.1 million, before deducting the placement agent fees and other offering expenses payable by the Company.

In a concurrent private placement and pursuant to the terms of the SPA, the Company has agreed to issue to the investors unregistered warrants to purchase up to 1,281,646 ADSs. The warrants will be exercisable on or after the effective date of shareholder approval of the issuance of the ordinary shares represented by ADSs issuable upon exercise of the warrants, will have an exercise price of US$3.79 per ADS and will expire on July 31, 2029.

The offering is expected to close on or about July 28, 2026, New York Time, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive U.S. placement agent for the offering.

The ADSs offered in the registered direct offering (but not the warrants issued in the private placement or the ADSs underlying such warrants) are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-292178) that was filed with the Securities and Exchange Commission (“SEC”) on December 16, 2025, and became effective on December 23, 2025. The registered direct offering of the ADSs representing ordinary shares is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the registered direct offering may be obtained, when available, at the SEC’s website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or by email at placements@hcwco.com.

The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ADSs representing ordinary shares underlying the warrants, have not been registered under the Securities Act, or applicable U.S. state securities laws. Accordingly, the warrants and underlying ADSs representing ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

In addition to the registered direct offering of ADSs and private placement of warrants in the United States, the Company has received firm commitments from Australian institutional and professional investors in a private placement for approximately A$6.7 million (US$4.7 million), before deducting the placement agent fees and other offering expenses payable by the Company, (“Australian Placement”). Due to limitations on the Company’s capacity to issue new securities under the listing rules of the Australian Securities Exchange, the issuance under the Australian Placement of 40.0 million ordinary shares, representing gross proceeds of A$0.6 million (US$0.4 million), will be subject to shareholder approval.

The Company will also make a Share Purchase Plan available to shareholders with registered addresses in Australia and New Zealand to raise up to an additional A$6 million (US$4.2 million), before deducting the placement agent fees and other offering expenses payable by the Company. The Share Purchase Plan is subject to shareholder approval.

Under the Australian Placement and the Share Purchase Plan, subscribers and eligible shareholders are anticipated to receive one option for every one new ordinary share subscribed for. The options will have an exercise price of A$0.018 per option, expiring on July 31, 2029, and will be subject to shareholder approval. The Company will apply to ASX for official quotation of the options. If quotation is not approved, the options will be issued without quotation (as unlisted options).

The Company expects to seek all approvals from shareholders at an extraordinary general meeting to be held on or about Friday, September 11, 2026.

The Company currently intends to use the funds raised from the offers of securities described above to support the commencement of the RAD101 registrational study, the progression of multiple therapeutic programs through key clinical milestones, ongoing strategic partnering initiatives, and working capital and other general corporate purposes.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities to be issued under the Australian Placement and Share Purchase Plan have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Shareholders in the United States may not participate in the Share Purchase Plan.

All references to “A$” are to Australian dollars and all references to “US$” are to U.S. dollars.

For more information:
Riccardo Canevari
CEO & Managing Director
P: +1 862 309 0293
E: rc@radiopharmtheranostics.com

Anne Marie Fields
Precision AQ (Formerly Stern IR)
E: annemarie.fields@precisionaq.com

Media
Matt Wright
NWR Communications
P: +61 451 896 420
E: matt@nwrcommunications.com.au

About Radiopharm Theranostics

Radiopharm Theranostics is a clinical-stage radiotherapeutics company developing a world-class platform of innovative radiopharmaceutical products for diagnostic and therapeutic applications in areas of high unmet medical need. Radiopharm is listed on the ASX (RAD) and Nasdaq (RADX). The company has a pipeline of distinct and highly differentiated platform technologies spanning peptides, small molecules and monoclonal antibodies for use in cancer. The clinical program includes one Phase 2 and five Phase 1 trials in a variety of solid tumor cancers, including lung, breast, and brain metastases. Learn more at radiopharmtheranostics.com

Safe Harbor Statement:

This press release contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, including, without limitation, statements by the Company relating to the completion of the offering, the Australian Placement and the Share Purchase Plan, the satisfaction of customary closing conditions related to the offering, the receipt of shareholder approval and the intended use of proceeds from the offering. Any forward-looking statements that may be in this press release are subject to risks and uncertainties relating to market and other conditions, the difficulties in Radiopharm’s plans to develop and commercialize its product candidates, the timing of the initiation and completion of preclinical and clinical trials, the timing of patient enrollment and dosing in clinical trials, the timing of expected regulatory filings, the intellectual property position and the ability to procure additional sources of financing. Accordingly, you should not rely on those forward-looking statements as a prediction of actual future results.


FAQ

What is Radiopharm Theranostics (RADX) raising in its July 2026 U.S. registered direct offering?

Radiopharm Theranostics is raising about US$4.1 million by issuing 1,281,646 ADSs at US$3.16 each. According to the company, the ADSs represent ordinary shares and are issued under an effective Form F-3 shelf registration statement filed with the SEC.

How much total capital could Radiopharm Theranostics (RADX) raise from the U.S. offering, Australian Placement and Share Purchase Plan?

Radiopharm Theranostics could raise approximately US$13 million in gross proceeds across all components. According to the company, this includes US$4.1 million from ADSs, about US$4.7 million from the Australian Placement and up to US$4.2 million from the Share Purchase Plan.

What are the terms of the new warrants issued by Radiopharm Theranostics (RADX) in July 2026?

Radiopharm is issuing unregistered warrants to purchase up to 1,281,646 ADSs at US$3.79 per ADS. According to the company, the warrants become exercisable after shareholder approval and expire on July 31, 2029, issued via a concurrent private placement under U.S. exemptions.

What are the key details of Radiopharm Theranostics’ Australian Placement and options?

The Australian Placement has firm commitments of about A$6.7 million (US$4.7 million) from investors. According to the company, 40 million shares (A$0.6 million) need shareholder approval, and one option (A$0.018 exercise price, expiring July 31, 2029) is anticipated per new share.

How does the Share Purchase Plan for Radiopharm Theranostics (RADX) work for Australian and New Zealand shareholders?

Radiopharm plans a Share Purchase Plan to raise up to A$6 million (US$4.2 million) from eligible Australia and New Zealand shareholders. According to the company, participation is subject to shareholder approval, and participants are anticipated to receive one option per new ordinary share subscribed.

How will Radiopharm Theranostics use the funds from its July 2026 capital raises?

Radiopharm intends to use proceeds to support the RAD101 registrational study and advance several therapeutic programs. According to the company, funds will also back ongoing strategic partnering initiatives, provide working capital and cover other general corporate purposes.

When are Radiopharm Theranostics (RADX) shareholder approvals expected for the Australian Placement and Share Purchase Plan?

Radiopharm expects to seek all required shareholder approvals at an extraordinary general meeting around Friday, September 11, 2026. According to the company, approvals cover certain Australian Placement shares, the Share Purchase Plan and the related options issuance.