Radiopharm Theranostics Ltd ADR 2025年年度报告和过渡报告

FORM20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report _________ Commission file number001-41621 Radiopharm Theranostics Limited(Exact name of Registrant as specified in its charter) n/a(translation of Registrant’s name into English) Level 3,62 Lygon StreetCarlton VIC3053Australia(Address of principal executive offices) Securities registered or to be registered pursuant to Section12(b) of the Act: The number of ordinary shares outstanding as of June 30, 2025 was2,364,949,502. 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 toSection13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Largeacceleratedfiler If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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 Standardsas issuedby the International Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow.☐Item17☐Item18 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 ExchangeAct).☐Yes☒No TABLE OF CONTENTS PART I1Item1.Identity of Directors, Senior Management and Advisers1Item2.Offer Statistics and Expected Timetable1Item3.Key Information1Item4.Information on the Company26Item4a.Unresolved Staff Comments47Item5.Operating and Financial Review and Prospects47Item6.Directors, Senior Management and Employees54Item7.Major Shareholders and Related Party Transactions69Item8.Financial Information70Item9.The Offer and Listing71Item10.Additional Information72Item11.Quantitative and Qualitative Disclosures about Market Risk88Item12.Description of Securities Other Than Equity Securities88PART II90Item13.Defaults, Dividend Arrearages and Delinquencies90Item14.Material Modifications to the Rights of Security Holders and Use of Proceeds90Item15.Controls and Procedures90Item16.Reserved90Item16a.Audit Committee Financial Expert90Item16b.Code of Ethics90Item16c.Principal Accountant Fees and Services91Item16d.Exemptions from the Listing Standards for Audit Committees91Item16e.Purchases of Equity Securities by the Issuer and Affiliated Purch