Radiopharm Theranostics Ltd SEC Filings

Radiopharm Theranostics Limited, an Australian radiopharmaceutical R&D company, has filed a Form F-3 to register the resale by existing investors of up to 940,000 American Depositary Shares (ADSs), representing 281,999,998 ordinary shares. This includes 140,999,999 ordinary shares purchased in an October 2025 private placement and up to 140,999,999 ordinary shares underlying options from that transaction, each option exercisable at A$0.039 until October 31, 2027.

The selling shareholders will receive all proceeds from any ADS sales, while Radiopharm would only receive cash if the options are exercised. Each ADS represents 300 ordinary shares and trades on Nasdaq under the symbol “RADX”, with ordinary shares listed on the ASX as “RAD”. Following the offering, 3,826,216,158 ordinary shares will be outstanding. Radiopharm highlights that it is both an emerging growth company and a foreign private issuer, which allows reduced U.S. reporting and governance requirements.

Radiopharm Theranostics Limited may offer and sell up to $50,000,000 of American Depositary Shares (ADSs) representing ordinary shares and warrants under a shelf registration. Within this, a separate sales agreement prospectus covers up to $22,400,000 of ADSs that can be issued from time to time, with any unsold portion remaining available under the base shelf.

The company expects to use any net proceeds to fund development of its radiopharmaceutical drug candidates and for general corporate purposes, including potential acquisitions, working capital and clinical and commercial spending. Radiopharm is an Australian foreign private issuer focused on precision oncology, with ADSs listed on Nasdaq under “RADX” and ordinary shares on the ASX under “RAD.” In October 2025 it completed a private placement of 1,166,666,667 ordinary shares for approximately A$35 million, with attached options exercisable at A$0.039 until October 31, 2027.

Radiopharm Theranostics Limited furnished a report on Form 6-K as a foreign private issuer, providing to the SEC an announcement it published on the Australian Securities Exchange.

The attached exhibit is titled "RAD101 interim Phase 2b data - 92% achieve primary endpoint," highlighting interim Phase 2b data for RAD101 where 92% achieved the primary endpoint. The company also states that this Form 6-K, including the exhibit, is furnished rather than filed for Exchange Act purposes and is not incorporated into other U.S. securities law filings unless specifically referenced.

Radiopharm Theranostics Limited (RADX) submitted a Form 6-K to make U.S. investors aware of two announcements it released to the Australian Securities Exchange on November 25, 2025. The announcements are titled “Final Director’s Interest Notice - LA” and “Final Director’s Interest Notice - PH,” which typically relate to the final disclosure of a director’s holdings or changes in interests. Copies of these notices are attached to the Form 6-K as exhibits, but the information is furnished rather than filed, meaning it is not automatically incorporated into other U.S. securities law filings unless specifically referenced.

Radiopharm Theranostics Limited furnished a Form 6-K to provide U.S. investors with information simultaneously released on the Australian Securities Exchange. The company attached two announcements dated November 19, 2025: an “Initial Director’s Interest Notice” and a release titled “Life Sciences Leader Bruce Goodwin Appointed to Board.”

The filing explains that these materials are being furnished, not filed, under U.S. securities laws and will only be incorporated into other U.S. filings if specifically referenced.

Radiopharm Theranostics Limited furnished a Form 6-K to provide U.S. investors with an announcement it released on the Australian Securities Exchange. The attached notice, titled “RAD Approval for Phase 1 Therapeutic Trial of RAD 402,” relates to regulatory approval for a Phase 1 therapeutic trial involving RAD 402. The announcement is included as Exhibit 99.1 and the Form 6-K specifies that it is being furnished rather than filed for U.S. securities law purposes.

Radiopharm Theranostics Limited furnished a Form 6-K to provide investors with an announcement made on the Australian Securities Exchange. The exhibit reports that the company has reached 50% enrollment in its Phase 2b clinical trial of RAD101, indicating that half of the planned participants have now been enrolled in this study. The Form 6-K states that the attached notice is being furnished, not filed, under U.S. securities laws and will only be incorporated into other securities filings if specifically referenced.

Radiopharm Theranostics (RADX) furnished a Form 6-K noting it published an Australian Securities Exchange announcement titled “RAD starts enrollment of 3rd Cohort of Phase 1 177Lu-RAD204” on November 12, 2025. The announcement is attached as Exhibit 99.1.

The company states the submission is furnished, not filed, under the Exchange Act and is not incorporated by reference into Securities Act filings unless expressly referenced.