aibioRadiopharm Theranostics files $50,000,000 ADS shelf, sets $18,900,000 sales program
Tickers RAD
Radiopharm Theranostics filed a $50,000,000 shelf registration on December 16, 2025 and a sales agreement with Leerink Partners the same day. A prospectus supplement filed December 23 set up to $18,900,000 of at-the-market sales.
Key facts
- Company
- Radiopharm Theranostics Limited (ASX: RAD)
- News type
- Financings
- Primary source
- Radiopharm Theranostics Limited F-3 (2025-12-16)
The shelf registration
Radiopharm Theranostics Limited filed a Form F-3 registration statement on December 16, 2025. Its base prospectus covers the offering, issuance and sale of up to $50,000,000 of American depositary shares, each representing 300 ordinary shares. The shares trade on the Australian Securities Exchange under RAD, and the ADSs trade on Nasdaq.
The registration statement names Rimôn Law as the company's counsel for the validity of the securities. The December 23 supplement lists McCullough Robertson as Australian counsel to the company, Rimôn for U.S. law, and Duane Morris LLP of New York as counsel to Leerink Partners.
A second Form F-3, filed December 17, 2025, is a resale registration for selling shareholders. It follows an October 2025 private placement in which the company sold 1,166,666,667 ordinary shares for approximately A$35 million, with one option per share at an exercise price of A$0.039, expiring October 31, 2027. The December 17 prospectus covers 140,999,999 ordinary shares represented by 470,000 ADSs, plus up to 140,999,999 shares underlying options. The company receives no proceeds from those resales but would receive proceeds if options are exercised. The listed holders include 3i, LP, with 256,666,666 shares or 7.2%, and Red Hook Fund LP.
The sales agreement with Leerink Partners
The company entered into a sales agreement dated December 16, 2025 with Leerink Partners LLC, which may act as sales agent or principal. The filing calls the program an "at the market offering" as defined in Rule 415(a)(4). Leerink is not required to sell any specific amount, and the filing states there is no minimum sale requirement and no escrow arrangement for investor funds.
Leerink's commission is 3.0% of the gross sales price of each ADS it sells. The company agreed to reimburse Leerink for specified expenses, including its U.S. and Australian legal counsel, up to $100,000, plus ongoing diligence costs of up to $25,000 per calendar quarter.
The December 23 supplement
On December 23, 2025, Radiopharm filed a prospectus supplement under the sales agreement. It covers ADSs with an aggregate offering price of up to $18,900,000, sold through or to Leerink. The supplement cites a base prospectus dated December 23, 2025.
The supplement gives the company's public float as approximately $56,921,453 as of December 16, 2025. It bases that figure on 2,811,500,062 ordinary shares held by non-affiliates at A$0.0305 each, measured as the average of the bid and asked prices on the ASX. The supplement says the company cannot sell more than one-third of its public float in any 12-month period while the float remains below $75.0 million. On December 15, 2025, the last reported sale price of the ADSs on Nasdaq was $10.63.
The supplement also says the company has not sold securities under that rule in the prior 12 months.
The business and its finances
Radiopharm's annual report for the year ended June 30, 2025, filed September 18, 2025, gives revenue of $3.6 million for fiscal 2025. Research and development expense rose to $27.5 million from $23.1 million. The net loss narrowed to $38.3 million from $47.9 million. The second prospectus's capitalization table, in Australian dollars, shows cash and cash equivalents of A$29,116,835 at June 30, 2025, and A$64,116,835 as adjusted for the private placement.
Cash used in operations rose to $36.6 million in fiscal 2025 from $23.0 million in fiscal 2024, even as the net loss narrowed. Cash and cash equivalents were $29.1 million at June 30, 2025, up from $18.6 million a year earlier. Cash used in operations in fiscal 2025 was larger than the $29.1 million year-end balance.
Riccardo Canevari has been chief executive and managing director since September 2021, and Paul Hopper has been executive chairman since February 2021.
What comes next
The supplement sets no timetable for sales under the program, and Leerink is not required to sell any specific amount. Any sales would be made through Leerink, which earns a 3.0% commission on the gross sales price of each ADS it sells.