6-K
Radiopharm Theranostics Ltd (RADX)
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 August 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 one announcement (the “Public Notice”) to the Australian Securities Exchange on August 29, 2025 titled:
| - | “Appendix 4E and Preliminary Final Report” |
|---|
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.
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EXHIBITS
| Exhibit <br><br>Number | Description |
|---|---|
| 99.1 | Appendix 4E and Preliminary Final Report |
2
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: August 29, 2025 | By: | /s/ Phillip Hains |
| Phillip Hains | ||
| Company Secretary |
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Exhibit 99.1
| Radiopharm Theranostics Limited |
|---|
| Appendix 4E |
| Preliminary final report |
- Company details
| Name of entity: | Radiopharm Theranostics Limited |
|---|---|
| ABN: | 57 647 877 889 |
| Reporting period: | For the year ended 30 June 2025 |
| Previous period: | For the year ended 30 June 2024 |
- Results for announcement to the market
| Revenue from contracts with customers | up | 1114.3 | % | to | ||
| Loss from ordinary activities after tax attributable to the owners of Radiopharm Theranostics Limited | down | 20.2 | % | to | ) | |
| Loss for the year attributable to the owners of Radiopharm Theranostics Limited | down | 20.2 | % | to | ) |
All values are in US Dollars.
No dividends have been paid or declared by the group for the current financial year. No dividends were paid for the previous financial year.
- Distributions
No dividends have been paid or declared by the group for the current financial year. No dividends were paid for the previous financial year.
- Explanation of results
The group reported a loss for the year ended 30 June 2025 of $38,342,457 (30 June 2024: $47,949,119). The decreased loss for the comparative period is due to the decrease in fair value movements in contingent consideration and decrease in share-based payments during the year.
The group's net assets increased to $42,871,904 (30 June 2024: $27,353,286). This is primarily due to the increase in cash due to capital raises during the year and increase in trade and other receivables due to recognition of income associated with the tax incentive related to research and development activities during the financial year. As at 30 June 2025, the group had cash reserves of $29,116,835 (30 June 2024: $18,575,040).
The Appendix 4E financial report follows, with the further details to be included in the audited financial statements to be released by 30 September 2025.
- Net tangible assets per security
| 30 June<br> 2025 | 30 June<br> 2024 | |||||
|---|---|---|---|---|---|---|
| Cents | Cents | |||||
| Net tangible assets per ordinary security | (0.16 | ) | (4.72 | ) |
2
| Radiopharm Theranostics Limited |
|---|
| Appendix 4E |
| Preliminary final report |
- Changes in controlled entities
On 26 August 2024, Radiopharm announced they had increased their ownership in Radiopharm Ventures from 51% to 75%.
There have been no other changes in controlled entities during the year ended 30 June 2025**.**
- Other information required by Listing Rule 4.3A
a. Details of individual and total dividends or distributions and dividend or distribution payments: N/A
b. Details of any dividend or distribution reinvestment plans: N/A
c. Details of associates and joint venture entities:
| Place of business / | Ownership interest held by the group | ||||||
|---|---|---|---|---|---|---|---|
| Name of entity | country of incorporation | 2025 | 2024 | ||||
| % | % | ||||||
| Radiopharm Ventures LLC | United States | 75 | 51 |
On 9 July 2022, Radiopharm Theranostics (USA) Inc. and The University of Texas MD Anderson Cancer Center formed Radiopharm Ventures, LLC, a joint venture to develop novel radiopharmaceutical therapeutic products for cancer. The joint venture will focus initially on developing products based on MD Anderson intellectual property. On 26 August 2024, Radiopharm announced they had increased their ownership in Radiopharm Ventures from 51% to 75%.
d. Other information: N/A
- Audit
The financial statements are currently in the process of being audited. Audited financial statements along with the independent auditor report for the year ended 30 June 2025 is expected to be released by the middle of September 2025 with an unqualified opinion.
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Radiopharm Theranostics Limited
ABN 57 647 877 889
Preliminary Final Report - 30 June 2025
4
| Radiopharm Theranostics Limited | |
|---|---|
| Contents | |
| 30 June 2025 | |
| Statement of profit or loss and other comprehensive income | 6 |
| --- | --- |
| Statement of financial position | 7 |
| Statement of changes in equity | 8 |
| Statement of cash flows | 10 |
| Notes to the financial statements | 11 |
General information
The financial statements cover Radiopharm Theranostics Limited as a consolidated entity consisting of Radiopharm Theranostics Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Radiopharm Theranostics Limited's functional and presentation currency.
Radiopharm Theranostics Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
| Level 3, 62 Lygon Street, Carlton VIC 3053 |
|---|
5
| Radiopharm Theranostics Limited | |||||
|---|---|---|---|---|---|
| Statement of profit or loss and other comprehensive income | |||||
| For the year ended 30 June 2025 | |||||
| Consolidated | |||||
| --- | --- | --- | --- | --- | --- |
| Note | 30 June 2025 | 30 June 2024 | |||
| Revenue | |||||
| Revenue from contracts with customers | 2 | ||||
| Cost of Sales | ) | ||||
| Gross profit | |||||
| Other income and expense items | 3 | ||||
| Other losses | 4 | ) | ) | ||
| Expenses | |||||
| General and administrative expenses | 5 | ) | ) | ||
| Research and development expenses | 6 | ) | ) | ||
| Share-based payments expenses | ) | ) | |||
| Fair value movement in contingent consideration | ) | ) | |||
| Operating loss | ) | ) | |||
| Finance expenses | ) | ) | |||
| Loss before income tax expense | ) | ) | |||
| Income tax expense | ) | ) | |||
| Loss after income tax expense for the year | ) | ) | |||
| Other comprehensive income | |||||
| Items that may be reclassified subsequently to profit or loss | |||||
| Exchange differences on translation of foreign operations | |||||
| Other comprehensive loss for the year, net of tax | |||||
| Total comprehensive loss for the year | ) | ) | |||
| Loss for the year is attributable to: | |||||
| Non-controlling interest | ) | ) | |||
| Owners of Radiopharm Theranostics Limited | ) | ) | |||
| ) | ) | ||||
| Total comprehensive income for the year is attributable to: | |||||
| Non-controlling interest | ) | ) | |||
| Owners of Radiopharm Theranostics Limited | ) | ) | |||
| ) | ) |
All values are in US Dollars.
| Cents | Cents | |||||
|---|---|---|---|---|---|---|
| Loss per share for loss attributable to the ordinary equity holders of the group: | ||||||
| Basic and diluted loss per share | (1.76 | ) | (12.41 | ) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
6
| Radiopharm Theranostics Limited | |||||
|---|---|---|---|---|---|
| Statement of financial position | |||||
| As at 30 June 2025 | |||||
| Consolidated | |||||
| --- | --- | --- | --- | --- | --- |
| Note | 30 June 2025 | 30 June 2024 | |||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 7 | ||||
| Trade and other receivables | 8 | ||||
| Assets classified as held for sale | |||||
| Other current assets | |||||
| Total current assets | |||||
| Non-current assets | |||||
| Property, plant and equipment | |||||
| Intangibles Assets | |||||
| Other financial assets | |||||
| Total non-current assets | |||||
| Total assets | |||||
| Liabilities | |||||
| Current liabilities | |||||
| Trade and other payables | 9 | ||||
| Other financial liabilities | 10 | ||||
| Employee benefits | |||||
| Deferred revenue | |||||
| Total current liabilities | |||||
| Non-current liabilities | |||||
| Other financial liabilities | 10 | ||||
| Total non-current liabilities | |||||
| Total liabilities | |||||
| Net assets | |||||
| Equity | |||||
| Share capital | 11 | ||||
| Other equity | 12 | ||||
| Other reserves | |||||
| Accumulated losses | ) | ) | |||
| Non-controlling interest | ) | ) | |||
| Total equity |
All values are in US Dollars.
The above statement of financial position should be read in conjunction with the accompanying notes
7
| Radiopharm Theranostics Limited | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Statement of changes in equity | ||||||||||||
| For the year ended 30 June 2025 | ||||||||||||
| Attributable to owners of Radiopharm Theranostics Limited | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Share <br>Capital | Other equity | Other reserves | Accumulated<br>losses | Non-<br>controlling interest | Total equity | |||||||
| Consolidated | ||||||||||||
| Balance at 1 July 2023 | ) | |||||||||||
| Loss after income tax expense for the year | ) | ) | ) | |||||||||
| Other comprehensive income for the year, net of tax | ||||||||||||
| Total comprehensive income for the year | ) | ) | ) | |||||||||
| Transactions with owners in their capacity as owners: | ||||||||||||
| Contributions of equity (note 11) | ||||||||||||
| Transaction costs (note 11) | ) | ) | ||||||||||
| Issue of options (note 11) | ||||||||||||
| Equity-settled payments (note 11) | ) | |||||||||||
| Issue of shares as part of license acquisition (note 11) | ) | |||||||||||
| Issue of shares per the share purchase agreement (note 11) | ||||||||||||
| Issue of shares in lieu of services | ||||||||||||
| Shares to be issued | ||||||||||||
| Balance at 30 June 2024 | ) | ) |
All values are in US Dollars.
The above statement of changes in equity should be read in conjunction with the accompanying notes
8
| Radiopharm Theranostics Limited | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Statement of changes in equity | ||||||||||
| For the year ended 30 June 2025 | ||||||||||
| Attributable to owners of Radiopharm Theranostics Limited | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Share <br>Capital | Other<br> equity | Other<br> reserves | Accumulated<br> losses | Non-<br>controlling<br> interest | Total <br>equity | |||||
| Consolidated | ||||||||||
| Balance at 1 July 2024 | ) | ) | ||||||||
| Loss after income tax expense for the year | ) | ) | ) | |||||||
| Other comprehensive income for the year, net of tax | ||||||||||
| Total comprehensive income for the year | ) | ) | ) | |||||||
| Transactions with owners in their capacity as owners: | ||||||||||
| Contributions of equity, net of transaction costs ( note 11) | ) | |||||||||
| Issue of shares for milestone completion | ||||||||||
| Issue of options | ||||||||||
| Equity-settled payments | ) | ) | ||||||||
| Expiration of options | ) | |||||||||
| Forfeiture of options | ) | ) | ||||||||
| Cancellation of shares to be issued | ) | ) | ||||||||
| Increase in ownership in RAD Ventures | ) | |||||||||
| Balance at 30 June 2025 | ) | ) |
All values are in US Dollars.
The above statement of changes in equity should be read in conjunction with the accompanying notes
9
| Radiopharm Theranostics Limited | |||||
|---|---|---|---|---|---|
| Statement of cash flows | |||||
| For the year ended 30 June 2025 | |||||
| Consolidated | |||||
| --- | --- | --- | --- | --- | --- |
| Note | 30 June 2025 | 30 June 2024 | |||
| Cash flows from operating activities | |||||
| Receipts from customers (inclusive of GST) | |||||
| Payments to suppliers and employees (inclusive of GST) | ) | ) | |||
| Interest received | |||||
| Research and development tax incentive received | |||||
| Net cash used in operating activities | ) | ) | |||
| Cash flows from investing activities | |||||
| Proceeds from the sale of intellectual property | |||||
| Payments of license fee liabilities | ) | ) | |||
| Net cash from/(used in) investing activities | ) | ||||
| Cash flows from financing activities | |||||
| Proceeds from issue of shares | 11 | ||||
| Share issue transaction costs | ) | ) | |||
| Proceeds from borrowings | |||||
| Transaction costs related to loans and borrowings | ) | ) | |||
| Repayment of borrowings | ) | ) | |||
| Settlement with Lind | ) | ||||
| Net cash from financing activities | |||||
| Net (decrease)/increase in cash and cash equivalents | |||||
| Cash and cash equivalents at the beginning of the financial year | |||||
| Effects of exchange rate changes on cash and cash equivalents | ) | ) | |||
| Cash and cash equivalents at the end of the financial year | 7 |
All values are in US Dollars.
The above statement of cash flows should be read in conjunction with the accompanying notes
10
| Radiopharm Theranostics Limited |
|---|
| Notes to the financial statements |
| 30 June 2025 |
Note 1. Segment information
Management has determined based on the reports reviewed by the chief operating decision maker that are used to make strategic decisions,that the group has one reportable segment being the research, development and commercialisation of health technologies. The segment details are therefore fully reflected in the body of the preliminary financial report.
Note 2. Revenue from contract with customers
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| Revenue from contract with customers | ||
| Revenue recognised over time | ||
| Total revenue from continuing operations |
All values are in US Dollars.
(a) Accounting policies
During the period ended 30 June 2025, the group entered into a strategic development services contract with Lantheus to advance clinical development of innovative radiopharmaceuticals in Australia.
Note 3. Other income and expense items
(a) Other income
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| Interest | ||
| Research and development tax incentive | ||
| Other income and expense items |
All values are in US Dollars.
(i) R&D tax incentive
The group's research and development activities are eligible under an Australian government tax incentive for eligible expenditure. Where expenditure is incurred outside of Australia, an 'overseas finding' must be obtained from AusIndustry prior to any such expenditure being eligible under the scheme. Management has assessed these activities and expenditure to determine which are likely to be eligible under the incentive scheme. Amounts are recognised when it has been established that the conditions of the tax incentive have been met and that the expected amount can be reliably measured. For the year ended 30 June 2025, the group has included an item in other income of $9,368,544 (2024: $1,292,578) to recognise income over the period necessary to match the grant on a systematic basis with the costs that they are intended to compensate. An additional of $3,587,887 of accrued income has been recognised for FY2024 as at 30 June 2025.
11
| Radiopharm Theranostics Limited |
|---|
| Notes to the financial statements |
| 30 June 2025 |
Note 4. Other gains/(losses)
| 30 June 2025 | 30 June 2024 | |||
|---|---|---|---|---|
| Fair value adjustment on financing agreements | ) | |||
| Net foreign exchange gains/(losses) | ||||
| Loss on sale of available-for-sale assets | ) | |||
| ) | ) |
All values are in US Dollars.
Note 5. General and administrative expenses
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| Accounting and audit | ||
| Consulting | ||
| Depreciation | ||
| Employee benefits | ||
| Insurance | ||
| Investor relations | ||
| Legal | ||
| Listing and share registry | ||
| Patent costs | ||
| Travel and entertainment | ||
| Other | ||
All values are in US Dollars.
Note 6. Research and development expenses
| 30 June<br>2025 | 30 June<br>2024 | |
|---|---|---|
| Amortisation | ||
| AVb6 Integrin (TRIMT) | ||
| Consulting Fees R&D | ||
| hu PSA Anti-body (Diaprost) | ||
| Impairment lossess | ||
| R&D Ventures | ||
| NanoMab | ||
| Neoindicate | ||
| Pivalate - Imperial | ||
| UCLA | ||
| Other | ||
All values are in US Dollars.
12
| Radiopharm Theranostics Limited |
|---|
| Notes to the financial statements |
| 30 June 2025 |
Note 6. Research and development expenses (continued)
The categories shown here align with the intellectual property held by the group and represents the amount of R&D expended on developing the respective intellectual property.
Note 7. Cash and cash equivalents
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Current assets | ||
| Cash at bank | ||
All values are in US Dollars.
(i) Reconciliationto cash flow statement
The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows at the end of the financial year and period, respectively, as follows:
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| Balance as above | ||
| Balance per statement of cash flows |
All values are in US Dollars.
(ii) Classificationas cash equivalents
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are repayable with 24 hours notice with no loss of interest.
Note 8. Trade and other receivables
| **** | 30 June 2025 | 30 June 2024 | ||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Accrued receivables(i) | ||||||
| GST and other receivables | ||||||
All values are in US Dollars.
(i) Accrued receivables
Accrued receivables comprise $10,171,532 from the Australian Taxation Office in relation to the R&D tax incentive (30 June 2024: $802,988).
13
| Radiopharm Theranostics Limited |
|---|
| Notes to the financial statements |
| 30 June 2025 |
Note 9. Trade and other payables
| **** | 30 June 2025 | 30 June 2024 | ||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Trade payables | ||||||
| Amounts due to employees | ||||||
| Accrued expenses | ||||||
| Other payables | ||||||
| R&D Advance | ||||||
All values are in US Dollars.
Note 10. Other financial liabilities
| 30 June 2025 | 30 June 2024 | |
|---|---|---|
| Current liabilities | ||
| Diaprost contingent consideration | ||
| NanoMab contingent consideration* | ||
| Pivalate contingent consideration | ||
| Pharma 15 deferred consideration | ||
| TRIMT contingent consideration | ||
| MD Anderson provision | ||
| Advanced payment liability | ||
| Non-current liabilities | ||
| Diaprost contingent consideration | ||
| NanoMab contingent consideration | ||
| Neoindicate contingent consideration | ||
| Pivalate contingent consideration | ||
| Pharma 15 contingent consideration | ||
| TRIMT contingent consideration | ||
| MD Anderson contingent consideration | ||
All values are in US Dollars.
| * | Payment to be made in the form of ordinary shares in the company, based on the price of the 7 day<br> volume weighted average price (VWAP) prior to the announcement of the milestone on the ASX. |
|---|
14
| Radiopharm Theranostics Limited |
|---|
| Notes to the financial statements |
| 30 June 2025 |
Note 11. Share capital
| 30 June<br> 2025 | 30 June<br> 2024 | 30 June 2025 | 30 June 2024 | |||
|---|---|---|---|---|---|---|
| Ordinary Shares | Shares | Shares | ||||
| Ordinary Shares Fully paid | 2,364,949,502 | 460,367,051 |
All values are in US Dollars.
(i) Movements in ordinaryshares:
| Total | |||
|---|---|---|---|
| Details | |||
| Balance at 1 July 2023 | 339,313,037 | ||
| Issue at 0.070 pursuant to rights issue (2023-12-08) | 30,197,244 | ||
| Issue at 0.105 of forfeiture shares as per employment contract (2023-12-14) | 2,128,815 | ||
| Issue of ordinary shares at 0.0864 in lieu of cash for services rendered (2024-01-05) | 1,200,013 | ||
| Issue at 0.07 pursuant to rights issue shortfall (2024-01-31) | 18,714,145 | ||
| Issue at 0.07 pursuant to rights issue shortfall (2024-02-09) | 1,950,000 | ||
| Issue at 0.059 pursuant to Lind agreement (2024-02-14) | 20,000,000 | ||
| Issue at 0.059 as part of Pharma15 acquisition (2024-03-04) | 25,856,470 | ||
| Issue at 0.052 pursuant to Lind agreement (2024-03-12) | 5,769,231 | ||
| Issue at 0.045 pursuant to Lind agreement (2024-04-15) | 6,666,667 | ||
| Issue at 0.035 pursuant to Lind agreement (2024-05-16) | 8,571,429 | ||
| Less: Transaction costs arising on share issues | - | ) | |
| Balance at 30 June 2024 | 460,367,051 |
All values are in US Dollars.
| Total | |||
|---|---|---|---|
| Details | |||
| Balance at 1 July 2024 | 460,367,051 | ||
| Issue of ordinary shares at 0.040 pursuant to issue of securities (2024-07-01) | 597,130,727 | ||
| Issue of ordinary shares at 0.040 pursuant to Tranche 2 placement shares (2024-08-21) | 858,056,603 | ||
| Issue of ordinary shares at 0.040 pursuant to Tranche 2 placement shares (2024-08-21) | 14,031,195 | ||
| Issue of ordinary shares at 0.050 pursuant to Lantheus investment (2024-08-23) | 149,625,180 | ||
| Issue of ordinary shares at 0.040 pursuant to issue of placement shares (2024-09-13) | 93,750,000 | ||
| Issue of ordinary shares at 0.036 for the achievement of a milestone (2024-12-13) | 20,594,438 | ||
| Issue of ordinary shares at 0.036 pursuant to forfeiture shares (2024-12-16) | 7,091,615 | ||
| Issue of ordinary shares at 0.060 pursuant to issue of placement shares to Lantheus (2025-01-20) | 133,333,333 | ||
| Issue of ordinary shares at 0.025 for the achievement of a milestone (2025-06-12) | 30,969,360 | ||
| Less: Transaction costs arising on share issues | - | ) | |
| Balance at 30 June 2025 | 2,364,949,502 |
All values are in US Dollars.
Note 12. Other equity
| Consolidated | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Contingent issue of equity | ||
All values are in US Dollars.
15
| Radiopharm Theranostics Limited |
|---|
| Notes to the financial statements |
| 30 June 2025 |
Note 13. Events after the reporting period
No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
16
