Annual Report for Fiscal Year Ending June 30, 2026 (Form 20-F)

Operating and Financial Review and Prospects

Overview

Radiopharm Theranostics Limited was incorporated under the laws of Australia in February 2021. We are a clinical-stage radiotherapeutics company that focuses on the development of radiopharmaceutical products for diagnostic and therapeutic uses in areas of high unmet medical need.

We receive tax incentives from the Australian Government for research and development activities (R&D activities). Subject to certain exclusions, the Australian Government tax incentive scheme provides benefits for eligible R&D activities. Under the Australian R&D tax incentive scheme, entities are entitled to either (i) a 43.5% refundable tax offset for eligible companies with an aggregated turnover of less than A$20.0 million per annum or (ii) a non-refundable 38.5% tax offset for all other entities with an aggregate turnover of A$20.0 million or more or controlled by any exempt entity (exempt entity is, entity which is exempted from income tax). Our aggregated turnover is less than A$20.0 million, so we anticipate being entitled to a claim of 43.5% refundable tax offset for costs relating to eligible R&D activities for our most recently completed fiscal year and our current fiscal year.

We have incurred net losses since inception and expect to incur substantial and increasing losses for the next several years as we expand our research and development activities and move our drug candidate into later stages of development. The process of carrying out the development of our drug candidates to later stages of development may require significant additional research and development expenditures, including pre-clinical testing and clinical trials, as well as for obtaining regulatory approval. To date, we have funded our operations primarily through the sale of equity securities, proceeds from the exercise of options and interest income.

A. Operating Results

Results of Operations

Comparison of fiscal year ended June 30, 2026 to June 30, 2025

The following table summarizes our results from operations for the years ended June 30, 2026 and 2025, together with the changes in those items in dollars set forth our results of operations in Australian dollars for the fiscal years ended June 30, 2026 and June 30, 2025.

		Fiscal year ended June 30
		2026				2025				$ Change
		A$				A$
Revenue from contracts with customers			2,767,888				3,633,422				(865,534	)
Cost of sales			(2,504,499	)			(3,594,146	)			1,089,647
Other income			10,734,382				10,256,740				477,642
Other losses			(868,162	)			(351,646	)			(516,516	)
Gain/(loss) on movement in contingent consideration			1,671,289				(4,069,680	)			5,740,969
General and administrative expenses			(16,215,702	)			(14,638,013	)			(1,577,689	)
Research and development			(49,962,899	)			(27,515,194	)			(22,447,705	)
Share-based payments			(2,405,955	)			(1,895,348	)			(510,607	)
Finance expenses			(112,396	)			(65,300	)			(47,096	)
Income tax expense			(54,440	)			(103,292	)			48,852
Exchange differences on translation of foreign operations			621,440				464,034				157,406
Total comprehensive loss			(56,329,054	)			(37,878,423	)			(18,450,631	)

Loss per share for loss attributable to the ordinary equity holders of the group:		Cents				Cents				$ Change
Basic and diluted loss per share			(1.79	)			(1.76	)			(0.03	)

Revenue from contracts with customers

Revenue from contracts with customers decreased from A$3,633,422 in fiscal 2025 to A$2,767,888 in fiscal 2026 due to a decrease in revenue received from Lantheus with respect to the DUNP19 trial Radiopharm is conducting on behalf of Lantheus. Revenue recognized from Lantheus was based on reimbursement for costs associated with the trials and milestones achieved throughout the trial.

Cost of sales

Cost of sales decreased from $3,594,146 in fiscal 2025 to A$2,504,499 in fiscal 2026 due to a decrease in the costs associated with respect to the DUNP19 trial Radiopharm is conducting on behalf of Lantheus.

Other income

Other income increased from A$10,256,740 in fiscal 2025 to A$10,734,382 in fiscal 2026 as overseas expenditure from fiscal 2025 for the R&D tax incentives received from the Australian government was also recognized in the current year. With respect to a clinical trial expense incurred outside Australia, an "overseas finding" under applicable Australian tax laws must be obtained from AusIndustry prior to such expense being eligible under for R&D tax incentives. Management has assessed the clinical trial activities and expenses to determine which activities are likely to be eligible under the R&D tax incentive regulations. Amounts are recognized as R&D tax incentives received when it has been established that the conditions of the recognition of the R&D tax incentive have been met and that the expected amount can be reliably measured. See note 3(a) of our audited financial statements for fiscal 2026 for further information.

Other losses

Other losses increased from A$351,646 in fiscal 2025 to A$868,162 in fiscal 2026, as the current year included losses on the derecognition of NeoIndicate asset.

Gain/(loss) on movement in contingent consideration

The gain/(loss) on movement in contingent consideration relating to the acquisition of licenses is derived from the reassessment of expected timing of milestone achievement and the probability of achieving milestones under amortized cost. Loss on movement in contingent consideration decreased from A$4,069,680 in fiscal 2025 to a gain of A$1,671,289 in fiscal 2026 due to the unwinding of milestones in relation to NeoIndicate and Pharma15 as NeoIndicate was handed back to the university and Pharma15 was fully impaired during the year due to no commitment for progressing the asset in the foreseeable future.

General and administrative expenses

General and administrative expenses increased from A$14,638,013 in fiscal 2025 to A$16,215,702 in fiscal 2026, due to an increase in employee benefits expenses (from A$10,120,149 in fiscal 2025 to A$11,186,055) in fiscal 2026, travel and entertainment expenses (from A$808,546 in fiscal 2025 to A$864,801 in fiscal 2026), investor relations expenses (from A$313,671 in fiscal 2025 to A$472,262 in fiscal 2026), consulting expenses (from A$286,138 in fiscal 2025 to A$406,564 in fiscal 2026), patent costs (from A$205,017 in fiscal 2025 to A$244,529 in fiscal 2026), insurance expenses (from A$105,762 in fiscal 2025 to A$341,658 in fiscal 2026), partially offset by decreases in, accounting and audit expenses (from A$957,895 in fiscal 2025 to A$949,683 in fiscal 2026), legal expenses (from A$656,036 in fiscal 2025 to A$631,909 in fiscal 2026), listing and share registry expenses (from A$190,795 in fiscal 2025 to A$188,341 in fiscal 2026), depreciation from (A$7,331 in fiscal 2025 to A$7,331 in fiscal 2026), and other general and administrative expenses (from A$986,673 in fiscal 2025 to A$922,569 in fiscal 2026). The primary expense in fiscal 2026 was employee benefits, which were A$11,186,055 (or 69% of total general and administrative expenses) as a result of the increase in the number of full-time employees.

Research and development expenses

Research and development expenses increased from A$27,515,194 in fiscal 2025 to A$49,962,899 in fiscal 2026, due to an increase in expenses regarding NanoMab from (A$7,185,000 in fiscal 2025 to A$15,070,282 in fiscal 2026), R&D Ventures (from A$5,989,964 in fiscal 2025 to A$11,040,742 in fiscal 2026), hu PSA Anti-body (Diaprost) (from A$2,925,445 in fiscal 2025 to A$7,011,056 in fiscal 2026), Pivalate - Imperial (from A$5,184,136 in fiscal 2025 to A$6,153,004 in fiscal 2026), consulting fees for research and development (from A$930,292 in fiscal 2025 to A$1,324,355 in fiscal 2026), amortization (from A$2,588,306 in fiscal 2025 to A$2,698,702 in fiscal 2026), and impairment (from nil in fiscal 2025 to A$5,266,823 in fiscal 2026), partially offset by decreases in expenses regarding AVB6 Integrin (from A$1,876,983 in fiscal 2025 to A$918,221 in fiscal 2026), NeoIndicate (from A$437,400 in fiscal 2025 to A$351,529 in fiscal 2026), other research and development expenses (from A$171,605 in fiscal 2025 to A$128,145 in fiscal 2026), and UCLA collaboration expense (from A$226,063 in fiscal 2025 to nil in fiscal 2026).

Share based payments

Share-based payments expense increased from A$1,895,348 in fiscal 2025 to A$2,405,955 in fiscal 2026, due to an increase in the expense recorded for options issued in the current fiscal.

Finance expenses

Finance expenses increased from a loss of A$65,300 in fiscal 2025 to A$112,396 in fiscal 2026, mainly unwinding of interest in the Lantheus co-collaboration agreement.

Income tax expense

Income tax expense decreased from A$103,292 in fiscal 2025 to A$54,440 in fiscal 2026, due to the recognition of tax payable in Radiopharm (USA) Inc.

Exchange differences on translation of foreign operations

Exchange differences on translation of foreign operations increased from A$464,034 in fiscal 2025 to A$621,440 in fiscal 2026, due to the fluctuation in foreign exchange rates.

Total comprehensive loss

Total comprehensive loss increased A$18.5 million from A$37.9 million in fiscal 2025 to A$56.3 in fiscal 2026, principally due to increase in research and development expenses.

Comparison of Our Results for the Year ended June 30, 2025 with the Year ended June 30, 2024

The following table summarizes our results from operations for the years ended June 30, 2025 and 2024, together with the changes in those items in dollars set forth our results of operations in Australian dollars for the fiscal years ended June 30, 2025 and June 30, 2024.

		Fiscal year ended June 30
		2025				2024				$ Change
		A$				A$
Revenue from contracts with customers			3,633,422				299,228				3,334,194
Cost of sales			(3,594,146	)			-				(3,594,146	)
Other income			10,256,740				1,343,062				8,913,678
Other losses			(351,646	)			(1,226,108	)			874,462
Loss on movement in contingent consideration			(4,069,680	)			(8,860,358	)			4,790,678
General and administrative expenses			(14,638,013	)			(13,039,246	)			(1,598,767	)
Research and development			(27,515,194	)			(23,086,267	)			(4,428,927	)
Share-based payments			(1,895,348	)			(2,640,178	)			744,830
Finance expenses			(65,300	)			(642,888	)			577,588
Income tax expense			(103,292	)			(96,364	)			(6,928	)
Exchange differences on translation of foreign operations			464,034				202,956				261,078
Total comprehensive loss			(37,878,423	)			(47,746,163	)			9,867,740

Loss per share for loss attributable to the ordinary equity holders of the group:		Cents				Cents				$ Change
Basic and diluted loss per share			(1.76	)			(12.41	)			(10.65	)

Revenue from contracts with customers

Revenue from contracts with customers increased from A$299,228 in fiscal 2024 to A$3,633,422 in fiscal 2025 due to an increase in revenue received from Lantheus with respect to the DUNP19 trial Radiopharm is conducting on behalf of Lantheus. Revenue recognized from Lantheus was based on reimbursement for costs associated with the trials and milestones achieved throughout the trial.

Cost of sales

Cost of sales increased from nil in fiscal 2024 to $3,594,146 in fiscal 2025 due to an increase is the costs associated with respect to the DUNP19 trial Radiopharm is conducting on behalf of Lantheus.

Other income

Other income increased from A$1,343,062 in fiscal 2024 to A$10,256,740 in fiscal 2025 as overseas expenditure from fiscal 2024 for the R&D tax incentives received from the Australian government was also recognized in the current year. With respect to a clinical trial expense incurred outside Australia, an "overseas finding" under applicable Australian tax laws must be obtained from AusIndustry prior to such expense being eligible under for R&D tax incentives. Management has assessed the clinical trial activities and expenses to determine which activities are likely to be eligible under the R&D tax incentive regulations. Amounts are recognized as R&D tax incentives received when it has been established that the conditions of the recognition of the R&D tax incentive have been met and that the expected amount can be reliably measured. See note 3(a) of our audited financial statements for fiscal 2025 for further information.

Other losses

Other losses decreased from A$1,226,108 in fiscal 2024 to A$351,646 in fiscal 2025, as the previous year included losses on the sale of the TROP-2 and DUNP19 assets to Lantheus.

Loss on movement in contingent consideration

The loss on movement in contingent consideration relating to the acquisition of licenses is derived from the reassessment of expected timing of milestone achievement and the probability of achieving milestones under amortized cost. Loss on movement in contingent consideration decreased from A$8,860,358 in fiscal 2024 to A$4,069,680 in fiscal 2025, representing the progression of our research and development in fiscal 2025, which increased the likelihood of achieving the milestones as detailed in Note 13 to our financial statements for fiscal 2025.

General and administrative expenses

General and administrative expenses increased from A$13,039,246 in fiscal 2024 to A$14,638,013 in fiscal 2025, due to an increase in employee benefits expenses from A$9,448,779 in fiscal 2024 to A$10,120,149 in fiscal 2025, other general and administrative expenses from A$968,749 in fiscal 2024 to A$986,673 in fiscal 2025, accounting and audit expenses from A$845,818 in fiscal 2024 to A$957,895 in fiscal 2025, travel and entertainment expenses from A$427,676 in fiscal 2024 to A$808,546 in fiscal 2025, legal expenses from A$164,754 in fiscal 2024 to A$656,036 in fiscal 2025, consulting expenses from A$95,179 in fiscal 2024 to A$286,138 in fiscal 2025, and patent costs from A$204,163 in fiscal 2024 to A$205,017 in fiscal 2025, partially offset by decreases in investor relations expenses from A$323,588 in fiscal 2024 to A$313,671 in fiscal 2025, listing and share registry expenses from A$193,797 in fiscal 2024 to A$190,795 in fiscal 2025, insurance expenses from A$359,209 in fiscal 2024 to A$105,762 in fiscal 2025 and depreciation from A$7,534 in fiscal 2024 to A$7,331 in fiscal 2025. The primary expense in fiscal 2025 was employee benefits, which were A$10,120,149 (or 69% of total general and administrative expenses) as a result of the increase in the number of full-time employees.

Research and development expenses

Research and development expenses increased from A$23,086,267 in fiscal 2024 to A$27,515,194 in fiscal 2025, due to an increase in expenses regarding NanoMab from A$6,501,174 in fiscal 2024 to A$7,185,000 in fiscal 2025, R&D Venture from A$3,931,541 in fiscal 2024 to A$5,989,964 in fiscal 2025, Pivalate - Imperial from A$3,962,355 in fiscal 2024 to A$5,184,136 in fiscal 2025, huPSA Anti-body (Diaprost) from A$298,312 in fiscal 2024 to A$2,925,445 in fiscal 2025, AVB6 Integrin from A$993,645 in fiscal 2024 to A$1,876,983 in fiscal 2025, consulting fees for research and development from A$929,229 in fiscal 2024 to A$930,292 in fiscal 2025 and other research and development expenses from A$89,450 in fiscal 2024 to A$171,605 in fiscal 2025, partially offset by decreases in expenses regarding amortization from A$3,118,752 in fiscal 2024 to A$2,588,306 in fiscal 2025, impairment (from A$1,478,892 in fiscal 2024 to nil in fiscal 2025, NeoIndicate from A$529,424 in fiscal 2024 to A$437,400 in fiscal 2025, and UCLA collaboration expense from A$1,253,493 in fiscal 2024 to A$226,063 in fiscal 2025.

Share based payments

Share-based payments expense decreased from A$2,640,178 in fiscal 2024 to A$1,895,348 in fiscal 2025, due to a decrease in the expense recorded for options issued in the current fiscal.

Finance expenses

Finance expenses decreased from a loss of A$642,888 in fiscal 2024 to A$65,300 in fiscal 2025, as the financing agreement with Lind Global was terminated at the start of the fiscal year.

Income tax expense

Income tax expense increased from A$96,364 in fiscal 2024 to A$103,292 in fiscal 2025, due to the recognition of tax payable in Radiopharm (USA) Inc.

Exchange differences on translation of foreign operations

Exchange differences on translation of foreign operations increased from A$202,956 in fiscal 2024 to A$464,034 in fiscal 2025, due to the fluctuation in foreign exchange rates.

Total comprehensive loss

Total comprehensive loss decreased A$9.9 million from A$47.7 million in fiscal 2024 to A$37.9 million in fiscal 2025, principally due to the recognition of A$3.6 million in R&D tax incentives for the fiscal 2024, and a decrease in the loss on movement in contingent consideration of A$4.8 million for the year.

Off-Balance Sheet Arrangements

During fiscal years 2026 and 2025, we did not have any unconsolidated entities such as structured finance or special purpose entities that can be used to facilitate off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

As of June 30, 2026, our contractual obligations were as set forth below:

		Payments Due by Period A$
		Total				Less than 6 months				Between 6 - 12 months				Between 1 - 2 years				Between 2 - 5 years				More than 5 years
Trade and other payables			10,531,800				10,531,800				-				-				-				-
Other financial liabilities			25,773,779				101,937				6,758,913				4,871,952				8,896,778				5,144,199

Contingent liabilities

We had significant contingent liabilities outstanding as of June 30, 2026, that related to the potential milestone payments under several license agreements. For details, please see Note 13 to our financial statements for fiscal year 2026.

Capital commitments

We did not have any material capital expenditure commitments as of June 30, 2026.

B. Liquidity and Capital Resources

Since our inception, our operations have mainly been financed through the issuance of equity securities. Additional funding has come through interest earned from cash in interest earning accounts.

Capital Requirements

As of June 30, 2026, we had cash and cash equivalents of A$4,138,074. We anticipate that our current cash will be sufficient to fund our operations through fiscal 2027. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially depending on capital raising and expense management.

We anticipate that we will require substantial additional funds in order to achieve our long-term goals and complete the research and development of our current drug candidates. We do not expect to generate significant revenue until we obtain regulatory approval to market and sell our drug candidate and sales of our drug candidate have commenced. We therefore expect to continue to incur substantial losses in the near future.

We could incur liabilities that are contingent upon future events as set forth in various license agreements under which we have licensed technology. Such contingent liabilities include development milestone payments and royalties on net sales. It is uncertain whether milestones will be met due to factors beyond our control and we will not owe any royalties until we earn income from the relevant licensed technology. For further information on our contingent liabilities, please see Note 13 to our fiscal 2026 audited financial statements in this Annual Report.

Our future capital requirements are difficult to forecast and will depend on many factors, including:

●

the scope, results and timing of preclinical studies and clinical trials;

●

the amount and timing of milestone payments under license agreements;

●

the costs and timing of regulatory approvals; and

●

the costs of establishing sales, marketing and distribution capabilities.

In December 2025, we established an At the Market ("ATM") facility with Leerink Partners LLC ("Leerink Partners"), as sales agent, under which we may offer and sell, from time to time, ADSs, with each ADS representing 300 ordinary shares. The offer and sale of the ADSs, if any, will be made under the Company's shelf registration statement on Form F-3 that was declared effective by the SEC in December 2025, as supplemented by the prospectus supplement relating to the ADSs which may be issued from time to time pursuant to the agreement with Leerink Partners. Consistent with a prospectus supplement filed by the Company in July 2026, the Company may offer and sell up to US$9,300,000 of ADSs under the ATM.

The ATM facility allows us to raise capital dynamically in the open market, with no discount, no warrant coverage, and modest banking fees, allowing it to fund operations with minimal dilution to existing shareholders. As of the date of this Annual Report on Form 20-F, we have not used the ATM facility.

Cash Flows

Comparison of cash flows for the fiscal year ended June 30, 2026, with June 30, 2025

The following table summarizes our cash flows for the periods presented:

		Year ended June 30,
		2026				2025
		A$				A$
Net cash used in operating activities			(52,782,838	)			(36,645,477	)
Net cash (used)/provided by investing activities			(5,420,869	)			1,770,598
Net cash provided by financing activities			33,374,878				45,431,548

Operating Activities

Net cash used in operating activities increased from A$36,645,477 in fiscal 2025 to A$52,782,838 in fiscal 2026, due to an increase in the payments to suppliers and employees in connection with our clinical trial activities from A$42,799,759 in fiscal 2025 to A$58,353,869 in fiscal 2026, and an increase from cash received from research and development tax incentives from nil in fiscal 2025 to A$4,485,434 in fiscal 2026, partially offset by a decrease in cash receipts from customers from A$5,353,973 in fiscal 2025 to A$536,384 in fiscal 2026, a decrease in cash received from interest income from A$800,309 in fiscal 2025 to A$549,213 in fiscal 2026.

Investing Activities

Net cash provided by investing activities decreased from A$1,770,598 in fiscal 2025 to A$5,420,869 in fiscal 2026, due to a decrease in cash receipts from sale of intellectual property A$2,997,592 in fiscal 2025 to nil in fiscal 2026, mainly offset by the increase of payments for license fee liabilities from A$1,226,994 in fiscal 2025 to A$5,420,869 in fiscal 2026.

Financing Activities

Net cash received from financing activities decreased from A$45,431,548 in fiscal 2025 to A$33,374,878 in fiscal 2026, due to a decrease in the proceeds received from the issuance of equity securities from A$53,977,902 in fiscal 2025 to A$35,378,000 in fiscal 2026, partially offset by a decrease in the transaction costs related to share issuances from A$4,738,000 in fiscal 2025 to A$2,003,122 in fiscal 2026, a decrease in the costs related to loans and borrowings from A$218,633 in fiscal 2025 to nil in fiscal 2026, a decrease in repayment of borrowings from A$1,900,000 in fiscal 2025 to nil in fiscal 2026, and a decrease in settlement related to Lind agreement from A$1,689,721 in fiscal year 2025 to nil in fiscal year 2026 due to its termination.

Comparison of cash flows for the fiscal year ended June 30, 2025, with June 30, 2024

The following table summarizes our cash flows for the periods presented:

		Year ended June 30,
		2025				2024
		A$				A$
Net cash used in operating activities			(36,645,477	)			(22,975,935	)
Net cash provided/(used) in investing activities			1,770,598				(320,000	)
Net cash provided by financing activities			45,431,548				30,196,945

Operating Activities

Net cash used in operating activities increased from A$22,975,935 in fiscal 2024 to A$36,645,477 in fiscal 2025, due to an increase in the payments to suppliers and employees in connection with our clinical trial activities from A$28,138,720 in fiscal 2024 to A$42,799,759 in fiscal 2025, and a decrease from cash received from research and development tax incentives from A$4,851,839 in fiscal 2024 to nil in fiscal 2025, partially offset by an increase in cash receipts from customers from A$260,462 in fiscal 2024 to A$5,353,973 in fiscal 2025, an increase in cash received from interest income from A$50,484 in fiscal 2024 to A$800,309 in fiscal 2025.

Investing Activities

Net cash used in investing activities increased from a payment of A$320,000 in fiscal 2024 to proceeds of A$1,770,598 in fiscal 2025, due to an increase in cash received from payments for intellectual property from nil in fiscal 2024 to A$2,997,592 in fiscal 2025 and an increase of payments for license fee liabilities A$320,000 in fiscal 2025 to A$1,226,994 in fiscal 2025.

Financing Activities

Net cash received from financing activities increased from A$30,196,945 in fiscal 2024 to A$45,431,548 in fiscal 2025, due to an increase in the proceeds received from the issuance of equity securities from A$29,645,526 in fiscal 2024 to A$53,977,902 in fiscal 2025, partially offset by an increase in the transaction costs related to share issuances (from A$1,533,771 in fiscal 2024 to A$4,738,000 in fiscal 2025, an increase in the costs related to loans and borrowings from A$117,000 in fiscal 2024 to A$218,633 in fiscal 2025, a decrease in repayment of borrowings from A$5,167,000 in fiscal 2024 to A$1,900,000 in fiscal 2025 and a decrease in the proceeds received from borrowings from A$7,369,190 in fiscal 2024 to nil in fiscal 2025.

C. Research and Development, Patents and Licenses

For a description of our research and development programs and activities, see "Item 4. Information on the Company-B. Business Overview".

For a description of the amount spent during each of the last three fiscal years on company-sponsored research and development activities, as well as the components of our research and development expenses, see note 3(c) to our financial statements for fiscal years 2026, 2025 and 2024.

D. Trend Information

One of our primary expenditures involves research and development costs. Increases or decreases in research and development expenditure are attributable to the level of clinical trial activity and the amount of expenditure on those trials.

E. Critical Accounting Estimates

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, which management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. See note 9 to our financial statements for fiscal 2026 for the judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.