UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____________________ to
_____________________
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report: _____________________
Commission file number 001-42128
Telix Pharmaceuticals Limited
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English)
Australia
(Jurisdiction of incorporation or organization)
55 Flemington Road
North Melbourne, Victoria 3051, Australia
(Address of principal executive offices)
Christian Behrenbruch
55 Flemington Road
North Melbourne, Victoria 3051, Australia
Tel: +61 3 9093 3855
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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American depositary shares, each representing one ordinary share, no par value Ordinary shares, no par value*
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TLX
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The Nasdaq Global Select Market
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* Listed not for trading, but only in connection with the listing of the American Depositary Shares, pursuant to the requirements of the Securities &
Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the
Act: None.
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: The number of ordinary shares outstanding as of December 31, 2025 was 338,777,049.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files): Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Emerging growth company
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If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
Other ☐
If “Other” has been checked in response to the previous question,
indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
EXPLANATORY NOTE
Telix Pharmaceuticals Limited (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment”) to its Annual Report on Form 20-F for the
fiscal year ended December 31, 2025 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2026. This Amendment is being filed to (i) correct the respective hyperlinks for
each of Exhibits 4.17 and 4.18 of the Original Filing, which had XML file errors, and (ii) correct the respective hyperlinks for each of Exhibits 8.1, 11.1, 12.1, 12.2, 13.1 and 13.2 of the Original Filing, as correct versions of such exhibits were
filed with the Original Filing but inadvertently included improper hyperlinks.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s
Principal Executive Officer and Principal Financial Officer are filed herewith as exhibits to this Amendment, under Item 19 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Item 15
of Form 20-F, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the
Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original
Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time at which the Original Filing was made. No changes have
been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.
The following documents are filed as part of this Amendment on Form 20-F/A.
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Exhibit
Number
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Description of Exhibit
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1.1
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Certificate of Registration of the Company (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F
(001-42128) filed October 17, 2024).
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1.2
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Constitution of the Company (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form 20-F (001-42128) filed
October 17, 2024).
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2.1
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Deposit Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17,
2024).
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2.2
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Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1).
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2.3
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Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report
on Form 20-F filed February 24, 2025).
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4.1†
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License Agreement between Telix International Pty Ltd. and Eli Lilly Kinsale Limited, dated as of April 8, 2022, as amended (incorporated by
reference to Exhibit 4.1 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.2†
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License Agreement between Telix International Pty Ltd. and Wilex AG, dated as of January 16, 2017, as amended (incorporated by reference to
Exhibit 4.2 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.3*
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Form of Deed of Indemnity, Insurance and Access (incorporated by reference to Exhibit 4.3 to the Original Filing).
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4.4
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Lease Agreement, dated November 30, 2022, by and between Collan Investment Limited and Telix International Pty Ltd (incorporated by reference to
Exhibit 4.4 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.5
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Loan Agreement, dated March 3, 2022, by and between Telix Pharmaceuticals (Belgium) SPRL and BNP Paribas Fortis (incorporated by reference to
Exhibit 4.6 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.6
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Loan Agreement, dated March 3, 2022, by and between Telix Pharmaceuticals (Belgium) SPRL and IMBC (incorporated by reference to Exhibit 4.7 to the
Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.7+
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Equity Incentive Plan Rules (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F filed February 24, 2025).
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4.8+†*
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Employment Agreement, dated January 16, 2017, by and between Telix Pharmaceuticals Limited and Christian Behrenbruch (incorporated by reference to
Exhibit 4.8 to the Original Filing).
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4.9+†*
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Employment Agreement, dated August 1, 2022, by and between Telix Pharmaceuticals Limited and Darren Smith (incorporated by reference to Exhibit
4.9 to the Original Filing).
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4.10+†*
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Employment Agreement, dated December 20, 2023, by and between Telix Pharmaceuticals Limited and David Cade (incorporated by reference to Exhibit
4.10 to the Original Filing).
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4.11+†*
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Employment Agreement, dated March 5, 2024, by and between Telix Pharmaceuticals (US) Inc. and Darren Patti (incorporated by reference to Exhibit
4.11 to the Original Filing).
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4.12+
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Form of Non-Executive Director Agreement (incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form 20-F
(001-42128) filed October 17, 2024).
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4.13
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Agreement and Plan of Merger, dated as of February 7, 2024, by and among Telix Pharmaceuticals Limited, QSAM Biosciences, Inc., Cyclone Merger Sub
I, Inc., Cyclone Merger Sub II, Inc. and David H. Clarke (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.14†
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Share Purchase Agreement, dated as of March 4, 2024, between ARTMS Inc. and Telix Pharmaceuticals Limited (incorporated by reference to Exhibit
4.15 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.15
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Trust Deed, dated as of July 30, 2024, between Telix Pharmaceuticals Limited and The Hongkong and Shanghai Banking Corporation Limited
(incorporated by reference to Exhibit 4.16 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.16
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Stock Purchase Agreement, dated as of September 20, 2024, by and among Telix Pharmaceuticals (US) Inc., RLS Group Ltd., RLS (USA) Inc. and
Perceptive Credit Holdings III, LP (incorporated by reference to Exhibit 4.17 to the Company’s Registration Statement on Form 20-F (001-42128) filed October 17, 2024).
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4.17
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Amendment No. 1 to the Stock Purchase Agreement, dated as of January 27, 2025, by and among Telix Pharmaceuticals (US) Inc., RLS Group Ltd., RLS
(USA) Inc. and Perceptive Credit Holdings III, LP (incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F filed February 24, 2025).
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4.18
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US Employee Stock Purchase Program (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F filed February 24,
2025).
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4.19*
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Form of Deed of Indemnity and Insurance (incorporated by reference to Exhibit 4.19 to the Original Filing).
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8.1*
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List of subsidiaries (incorporated by reference to Exhibit 8.1 to the Original Filing).
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11.1*
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Securities Dealing Policy (incorporated by reference to Exhibit 11.1 to the Original Filing).
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12.1*
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to Exhibit 12.1 to the Original Filing).
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12.2*
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to Exhibit 12.2 to the Original Filing).
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12.3
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (filed herewith).
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12.4
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (filed herewith).
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13.1*
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Certification of Principal Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference to Exhibit 13.1 to the Original Filing).
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13.2*
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Certification of Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference to Exhibit 13.2 to the Original Filing).
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15.1*
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Consent of PricewaterhouseCoopers, independent registered public accounting firm (incorporated by reference to Exhibit 15.1 to the Original Filing).
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15.2*
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Auditor's Independence Declaration (incorporated by reference to Exhibit 15.2 to the Original Filing).
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15.3*
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Independent Auditor's Report (incorporated by reference to Exhibit 15.3 to the Original Filing).
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18.1
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Clawback / Dodd-Frank Compensation Recovery Policy (included as an Annexure to Exhibit 4.7 herein).
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99.1*
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Appendix 4E (incorporated by reference to Exhibit 99.1 to the Original Filing).
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101.INS
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Inline XBRL Instance Document.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover page Interactive Data File (embedded within the Inline XBRL document)
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* Previously filed.
+ Indicates management contract or compensatory plan.
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 on Form 20-F/A and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.
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TELIX PHARMACEUTICALS LIMITED
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By:
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/s/ Dr. Christian Behrenbruch
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Name:
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Dr. Christian Behrenbruch
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Title:
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Managing Director and Group Chief Executive Officer
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Date: March 20, 2026
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