Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 December 2024

 

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 four announcements (the “Public Notices”) to the Australian Securities Exchange on December 18, 2024 titled:

 

	-	“Application for quotation of securities – RAD”
	-	“Notification regarding unquoted securities – RAD”
	-	“Change of Director’s Interest Notices x7”
	-	“Notification of cessation of securities – RAD”

 

A copy of the Public Notices are 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.

 

1

 

 

EXHIBITS

 

Exhibit Number		Description
99.1		Application for quotation of securities – RAD
99.2		Notification regarding unquoted securities – RAD
99.3		Change of Director’s Interest Notices x7
99.4		Notification of cessation of securities – RAD

 

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: December 18 2024	By:	/s/ Phillip Hains
		Phillip Hains
		Company Secretary

 

 

3

 

 

Exhibit 99.1

 

Appendix 2A - Application for quotation of securities

 

Announcement Summary

 

 

 

Entity name

 

RADIOPHARM THERANOSTICS LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

Wednesday December 18, 2024

 

The +securities to be quoted are:

 

Other

 

Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the circumstances of the issue.

 

Forfeiture shares per employee contract

 

Total number of +securities to be quoted

 

				Number of +securities to
ASX +security code		Security description		be quoted				Issue date
RAD		ORDINARY FULLY PAID			7,091,615			16/12/2024

 

Refer to next page for full details of the announcement

 

Appendix 2A - Application for quotation of securities

1 / 6

 

 

Appendix 2A - Application for quotation of securities

 

Part 1 - Entity and announcement details

 

1.1 Name of entity

 

RADIOPHARM THERANOSTICS LIMITED

 

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

 

	1.2 Registered number type	Registration number
	ACN	647877889

 

	1.3 ASX issuer code
	RAD

 

1.4 The announcement is

 

New announcement

 

1.5 Date of this announcement

 

18/12/2024

 

Appendix 2A - Application for quotation of securities

2 / 6

 

 

Appendix 2A - Application for quotation of securities

 

Part 2 - Type of Issue

 

2.1 The +securities to be quoted are:

 

Other

 

Please refer to the response to Q2.3d for further information about the type of securities to be quoted and the circumstances of the issue.

 

2.2 The +class of +securities to be quoted is:

 

Additional +securities in a class that is already quoted on ASX (“existing class”)

 

2.3c Have these +securities been offered under a +disclosure document or +PDS?

 

No

 

2.3d Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

 

Forfeiture shares per employee contract

 

2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

 

The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

 

Appendix 2A - Application for quotation of securities

3 / 6

 

 

Appendix 2A - Application for quotation of securities

 

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

 

 

Additional +securities to be quoted in an existing class

 

ASX +security code and description

 

RAD : ORDINARY FULLY PAID

 

Issue date

 

16/12/2024

 

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class?

 

Yes

 

Issue details

 

 

Number of +securities to be quoted

 

7,091,615

 

Are the +securities being issued for a cash consideration?

 

No

 

Please describe the consideration being provided for the +securities

 

Forfeiture shares per employee contract.

 

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

 

0.031000

 

Any other information the entity wishes to provide about the +securities to be quoted

 

 

 

The purpose(s) for which the entity is issuing the securities

 

Other

 

Please provide additional details

 

Forfeiture shares per employee contract.

 

Appendix 2A - Application for quotation of securities

4 / 6

 

 

Appendix 2A - Application for quotation of securities

 

Part 4 - Issued capital following quotation

 

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

 

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

 

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

 

		Total number of +securities
ASX +security code and description		on issue
RADO : OPTION EXPIRING 30-NOV-2026			79,352,040
RAD : ORDINARY FULLY PAID			2,180,052,371
RADOA : OPTION EXPIRING 24-AUG-2026			818,890,534

 

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

 

		Total number of
ASX +security code and description		+securities on issue
RADAK : OPTION EXPIRING 01-JUN-2027 EX $0.60			2,500,000
RADAE : OPTION EXPIRING 25-NOV-2025 RESTRICTED			5,700,006
RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			72,262,387
RADAJ : OPTION EXPIRING 01-JUL-2027 EX $0.17			13,137,976
RADAF : OPTION EXPIRING 25-NOV-2026 RESTRICTED			8,666,678
RADAG : OPTION EXPIRING 25-NOV-2026 EX $0.60			5,066,672
RADAH : OPTION EXPIRING 22-DEC-2025 EX $0.60			400,000
RADAI : OPTION EXPIRING 27-MAY-2027 EX $0.60			740,000
RADAP : OPTION EXPIRING 24-APR-2028 EX $0.09			8,955,224
RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05			149,925,040

 

Appendix 2A - Application for quotation of securities

5 / 6

 

 

Appendix 2A - Application for quotation of securities

 

Part 5 - Other Listing Rule requirements

 

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1?

 

No

 

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?

 

No

 

5.2b Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

 

Yes

 

5.2b.1 How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1?

 

7,091,615

 

5.2c Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)?

 

No

 

Appendix 2A - Application for quotation of securities

6 / 6

 

Exhibit 99.2

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Announcement Summary

  

Entity name

 

RADIOPHARM THERANOSTICS LIMITED

 

Date of this announcement

 

Wednesday December 18, 2024

 

The +securities the subject of this notification are:

 

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

 

Total number of +securities to be issued/transferred

 

ASX +security code		Security description		Total number of +securities to be issued/transferred				Issue date
RADAN		OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			140,572,155			16/12/2024

 

Refer to next page for full details of the announcement

  

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

1 / 7

 

 

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

 

Part 1 - Entity and announcement details

 

1.1 Name of entity

 

RADIOPHARM THERANOSTICS LIMITED

 

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

 

	1.2 Registered number type	Registration number
	ACN	647877889

 

1.3

ASX issuer code

 

RAD

 

1.4 The announcement is

 

New announcement

 

1.5 Date of this announcement

 

18/12/2024

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

2 / 7

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 2 - Issue details

 

2.1 The +securities the subject of this notification are:

 

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

 

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

 

has an existing ASX security code (“existing class”)

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

3 / 7

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

 

 

Additional +securities in an existing class issued under an +employee incentive scheme

 

ASX +security code and description

 

RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

 

Date the +securities the subject of this notification were issued

 

16/12/2024

 

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

 

Yes

 

Were any of the +securities issued to +key management personnel (KMP) or an +associate?

 

Yes

 

Provide details of the KMP or +associates being issued +securities.

 

Name of KMP		Name of registered holder		Number of +securities
Riccardo Canevari		Riccardo Canevari			55,250,286
Ian Turner		Ian Turner			12,040,404
Paul Hopper		Paul Hopper			8,000,000
Noel Donnelly		Noel Donnelly			8,000,000
Phillip Allen Hains		Phillip Allen Hains			8,000,000
Hester Larkin		Hester Larkin			8,000,000
Leila Alland		Leila Alland			8,000,000

  

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

 

	Refer to page 49 of the 2024 Notice of Annual General Meeting for the Material terms of the Omnibus Incentive Plan:
	https://announcements.asx.com.au/asxpdf/20241025/pdf/069khmnljqvkz4.pdf

  

Any other information the entity wishes to provide about the +securities the subject of this notification

 

n/a

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

4 / 7

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Issue details

 

 

Number of +securities

 

140,572,155

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

5 / 7

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 4 - +Securities on issue

 

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

 

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

 

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

  

ASX +security code and description		Total number of +securities on issue
RADO : OPTION EXPIRING 30-NOV-2026			79,352,040
RAD : ORDINARY FULLY PAID			2,172,960,756
RADOA : OPTION EXPIRING 24-AUG-2026			818,890,534

 

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

 

ASX +security code and description		Total number of +securities on issue
RADAK : OPTION EXPIRING 01-JUN-2027 EX $0.60			2,500,000
RADAE : OPTION EXPIRING 25-NOV-2025 RESTRICTED			5,700,006
RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			212,834,542
RADAJ : OPTION EXPIRING 01-JUL-2027 EX $0.17			13,137,976
RADAF : OPTION EXPIRING 25-NOV-2026 RESTRICTED			8,666,678
RADAG : OPTION EXPIRING 25-NOV-2026 EX $0.60			5,066,672
RADAH : OPTION EXPIRING 22-DEC-2025 EX $0.60			400,000
RADAI : OPTION EXPIRING 27-MAY-2027 EX $0.60			740,000
RADAP : OPTION EXPIRING 24-APR-2028 EX $0.09			8,955,224
RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05			149,925,040

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

6 / 7

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 5 - Other Listing Rule requirements

 

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?

 

Yes

 

5.1a Select the number of the applicable exception in Listing Rule 7.2

 

13

 

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

7 / 7

 

 

Exhibit 99.3

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Hester Larkin
Date of Last Notice:	18 September 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	550,000	2,175,002
		Indirect	94,247	-
		Total	644,247	2,175,002

Class

Unlisted Options

Number acquired			Shares	Options
		Direct	-	8,000,000
		Indirect	-	-
		Total	-	8,000,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

Non-cash options issued, per resolution 12 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	550,000	10,175,002
		Indirect	94,247	-
		Total	644,247	10,175,002

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Per resolution 12 approved by shareholders at the Annual General Meeting held on 25 November 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Ian Turner
Date of Last Notice:	23 October 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	2,530,595	6,127,524
		Indirect	2,424,697	820,422
		Total	4,955,292	6,947,946

Class

Unlisted Options

Number acquired			Shares	Options
		Direct	-	A) 4,040,404 B) 8,000,000
		Indirect	-	-
		Total	-	12,040,404

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

A)  Non-cash options issued, per resolution 8 approved by shareholders at the Annual General Meeting held on 25 November 2024   B)  Non-cash options issued, per resolution 9 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	2,530,595	18,167,928
		Indirect	2,424,697	820,422
		Total	4,955,292	18,988,350

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Per resolutions 8 & 9 approved by shareholders at the Annual General Meeting held on 25 November 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Leila Alland
Date of Last Notice:	18 September 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	1,071,740	2,400,002
		Indirect	-	-
		Total	1,071,740	2,400,002

Class

Unlisted Options

Number acquired			Shares	Options
		Direct	-	8,000,000
		Indirect	-	-
		Total	-	8,000,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

Non-cash options issued, per resolution 13 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	1,071,740	10,400,002
		Indirect	-	-
		Total	1,071,740	10,400,002

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Per resolution 13 approved by shareholders at the Annual General Meeting held on 25 November 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Noel Donnelly
Date of Last Notice:	3 October 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Class

Unlisted Options

Number acquired			Shares	Options
		Direct	-	8,000,000
		Indirect	-	-
		Total	-	8,000,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

Non-cash options issued, per resolution 10 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	-	8,000,000
		Indirect	-	-
		Total	-	8,000,000

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Per resolution 10 approved by shareholders at the Annual General Meeting held on 25 November 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Phillip Hains
Date of Last Notice:	18 September 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	-	1,900,002
		Indirect	15,956,632	6,933,560
		Total	15,956,632	8,833,562

Class

Unlisted Options

Number acquired			Shares	Options
		Direct	-	8,000,000
		Indirect	-	-
		Total	-	8,000,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

Non-cash options issued, per resolution 11 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	-	9,900,002
		Indirect	15,956,632	6,933,560
		Total	15,956,632	16,833,562

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Per resolution 11 approved by shareholders at the Annual General Meeting held on 25 November 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Paul Hopper
Date of Last Notice:	10 December 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	53,900,000	27,500,000
		Indirect	93,821,428	9,017,518
		Total	147,721,428	36,517,518

Class

Unlisted options

Number acquired			Shares	Options
		Direct	-	8,000,000
		Indirect	-	-
		Total	-	8,000,000

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct	-	-
		Indirect	-	-
		Total	-	-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

Non-cash options issued, per resolution 6 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	53,900,000	35,500,000
		Indirect	93,821,428	9,017,518
		Total	147,721,428	44,517,518

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Per resolution 6 approved by shareholders at the Annual General Meeting held on 25 November 2024

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

 

Introduced 30/9/2001.         Amended 01/01/11

 

Name of Entity:	Radiopharm Theranostics Limited (ASX: RAD)
ABN:	57 647 877 889

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director:	Riccardo Canevari
Date of Last Notice:	18 September 2024

 

Part 1 - Change of director’s relevant interests in securities

 

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Direct or Indirect Interest		Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change		12 December 2024 – 16 December 2024

No. of securities held prior to change			Shares	Options
		Direct	12,253,584	55,699,013
		Indirect	1,150,000	-
		Total	13,403,584	55,699,013

Class

RAD Ordinary Fully Paid Shares Unlisted Options

Number acquired			Shares	Options
		Direct	7,776,402	55,250,286
		Indirect	-	-
		Total	7,776,402	55,250,286

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 1

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Number disposed			Shares	Options
		Direct		-
		Indirect	-	-
		Total		-

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation

1)    684,787 shares purchased at $0.028 and $0.029 per share.   2)    $0.031 per share.   3)    Non-cash options issued, per resolution 7 approved by shareholders at the Annual General Meeting held on 25 November 2024

No. of securities held after change			Shares	Options
		Direct	20,029,986	110,949,299
		Indirect	1,150,000	-
		Total	21,179,986	110,949,299

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

1)    On-market trades   2)    Issuance of shares per pre-employment contract.   3)     Issuance of options per resolution 7 approved by shareholders at the Annual General Meeting held on 25 November 2024.

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

 

+ See chapter 19 for defined terms.
Appendix 3Y Page 2	01/01/2011

 

 

Appendix 3Y

Change of Director’s Interest Notice

 

 

 

Part 3 – Closed period

 

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

 

+ See chapter 19 for defined terms.
01/01/2011	Appendix 3Y Page 3

 

Exhibit 99.4

 

Appendix 3H - Notification of cessation of securities

 

Announcement Summary

 

 

 

Entity name

 

RADIOPHARM THERANOSTICS LIMITED

 

Announcement Type

 

New announcement

 

Date of this announcement

 

Wednesday December 18, 2024

 

Details of +securities that have ceased

 

Number of

ASX +security

+securities that

Date of

code

Security description

have ceased

The +securities have ceased due to

cessation

RADAK

OPTION EXPIRING 01-JUN-2027 EX $0.60

833,500

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

16/12/2024

RADAN

OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

3,517,676

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

16/12/2024

 

Refer to next page for full details of the announcement

 

Appendix 3H - Notification of cessation of securities

1 / 4

 

 

Appendix 3H - Notification of cessation of securities

 

Part 1 - Announcement Details

 

 

 

1.1 Name of +Entity

 

RADIOPHARM THERANOSTICS LIMITED

 

We (the entity named above) provide the following information about our issued capital.

 

	1.2 Registered Number Type	Registration Number
	ACN	647877889

 

	1.3 ASX issuer code
	RAD
	1.4 The announcement is
	New announcement
	1.5 Date of this announcement
	18/12/2024

 

Appendix 3H - Notification of cessation of securities

2 / 4

 

 

Appendix 3H - Notification of cessation of securities

 

Part 2 - Details of +equity securities or +debt securities that have ceased

 

 

 

ASX +Security Code and Description

 

RADAK : OPTION EXPIRING 01-JUN-2027 EX $0.60

 

Unquoted +equity securities that have ceased

Number of securities that have ceased

 

833,500

 

Reason for cessation

 

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

 

	Date of cessation	Is the entity paying any consideration for the cessation?
	16/12/2024	No

 

Any other information the entity wishes to notify to ASX about the cessation?

 

 

 

 

ASX +Security Code and Description

 

RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

 

Unquoted +equity securities that have ceased

Number of securities that have ceased

 

3,517,676

 

Reason for cessation

 

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

 

	Date of cessation	Is the entity paying any consideration for the cessation?
	16/12/2024	No

 

Any other information the entity wishes to notify to ASX about the cessation?

 

 

Appendix 3H - Notification of cessation of securities

3 / 4

 

 

Appendix 3H - Notification of cessation of securities

 

Part 3 - Issued capital following changes

 

 

 

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

 

The figures in parts 3.1 and 3.2 below are automatically generated and may not reflect the entity’s current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

 

3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)

 

ASX +security code and description		Total number of +securities on issue
RADO : OPTION EXPIRING 30-NOV-2026			79,352,040
RAD : ORDINARY FULLY PAID			2,172,960,756
RADOA : OPTION EXPIRING 24-AUG-2026			818,890,534

 

3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX)

 

ASX +security code and description		Total number of +securities on issue
RADAK : OPTION EXPIRING 01-JUN-2027 EX $0.60			1,666,500
RADAE : OPTION EXPIRING 25-NOV-2025 RESTRICTED			5,700,006
RADAN : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES			68,744,711
RADAJ : OPTION EXPIRING 01-JUL-2027 EX $0.17			13,137,976
RADAF : OPTION EXPIRING 25-NOV-2026 RESTRICTED			8,666,678
RADAG : OPTION EXPIRING 25-NOV-2026 EX $0.60			5,066,672
RADAH : OPTION EXPIRING 22-DEC-2025 EX $0.60			400,000
RADAI : OPTION EXPIRING 27-MAY-2027 EX $0.60			740,000
RADAP : OPTION EXPIRING 24-APR-2028 EX $0.09			8,955,224
RADAAA : OPTION EXPIRING 24-FEB-2025 EX $0.05			149,925,040

 

Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

 

Appendix 3H - Notification of cessation of securities

4 / 4

 

 

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