Radiopharm Theranostics (Nasdaq: RADX) plans US$4.1M ADS sale plus A$12.7M raise
Rhea-AI Filing Summary
Radiopharm Theranostics Limited is raising capital through a US registered direct offering and concurrent Australian transactions. The company agreed to sell 1,281,646 American Depositary Shares (ADSs), representing 384,493,800 ordinary shares, at US$3.16 per ADS to raise approximately US$4.1 million in gross proceeds.
In a concurrent private placement, investors will receive unregistered warrants to purchase up to 1,281,646 ADSs at an exercise price of US$3.79 per ADS, expiring on July 31, 2029, exercisable after shareholder approval. Separately, Australian institutional and professional investors have provided firm commitments for approximately A$6.7 million in a private placement, and a Share Purchase Plan could raise up to an additional A$6 million, both with one option (exercise price A$0.018, expiring July 31, 2029) for every new ordinary share subscribed, subject to shareholder approval.
The company expects to seek the necessary approvals at an extraordinary general meeting on or about September 11, 2026, and intends to use proceeds to advance the RAD101 registrational study, progress multiple therapeutic programs, support strategic partnering initiatives, and for general corporate purposes.
Positive
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Filing Explained
The pending financing would dilute existing ownership if issued; U.S. closing and Australian shareholder approvals remain outstanding.
As a Form 6-K, this filing furnishes interim material information: on
If issued, the ADSs would represent
The ADSs are being offered through the effective Form F-3 registration statement, while the warrants are a separate unregistered private placement. The warrants are to purchase up to
The Australian Placement has firm commitments of approximately
Key Figures
Key Terms
registered direct offering financial
shelf registration statement regulatory
extraordinary general meeting regulatory
Section 4(a)(2) of the U.S. Securities Act of 1933 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Radiopharm Theranostics (RADX) raising through the US registered direct offering?
How are the warrants structured in Radiopharm Theranostics (RADX)’s concurrent private placement?
What are the key details of the Australian Placement for Radiopharm Theranostics (RADX)?
How will Radiopharm Theranostics (RADX) use the funds raised from these offerings?
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
Dated: July 27, 2026
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 ☐
RADIOPHARM THERANOSTICS LIMITED
EXPLANATORY NOTE
This Form 6-K, including the exhibits hereto, is incorporated by reference into the registration statement of Radiopharm Theranostics Limited (the “Company”) on Form F-3 (File No. 333-292178) (including any prospectus forming a part of such registration statement) and forms part thereof to the extent not superseded by documents or reports subsequently filed by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934.
US$4.1 million registered direct offering and concurrent Australian private placement
On July 23, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with certain U.S. institutional accredited 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. The offering of the ADSs is expected to close on or about July 28, 2026, New York Time, subject to the satisfaction of customary closing conditions.
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 issued and exercisable on or after the effective date of shareholder approval for the issuance of the warrants, will have an exercise price of US$3.79 per ADS and will expire on July 31, 2029.
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.
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, 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 for approximately A$6.7 million (US$4.7 million), before deducting the placement agent fees and other offering expenses payable by the Company, from Australian institutional and professional investors in a private placement (“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 of 40.0 million ordinary shares, representing gross proceeds of A$0.6 million (US$0.4 million), under the Australian Placement 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). 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 expects to seek all approvals from shareholders at an extraordinary general meeting to be held on or about Friday, September 11, 2026.
The Company intends to use the funds raised from the offers of securities described above for the preparation and readiness to commence the RAD101 registrational Phase 3 study, the completion of RAD 204 dose escalation, while progressing RAD 202, RAD 402 & RV01 therapeutic programs and supporting ongoing strategic partnering initiatives as well as general corporate purposes.
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EXHIBITS
| Exhibit Number |
Description | |
| 5.1 | Opinion of Rimon Law Pty Ltd | |
| 10.1 | Form of Securities Purchase Agreement, dated July 23, 2026, between Radipharm Theranostics Limited and the investors thereto | |
| 10.2 | Form of Warrant | |
| 23.1 | Consent of Rimon Law Pty Ltd (included in Exhibit 5.1) | |
| 99.1 | Press Release dated July 24, 2026 |
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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: July 27, 2026 | By: | /s/ Amritha Sushil |
| Amritha Sushil | ||
| Joint Company Secretary | ||
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Exhibit 99.1
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
New York, USA and Sydney, Australia, July 24, 2026 — 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.
Radiopharm
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
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
Radiopharm
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
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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.
Radiopharm
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
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