Radiopharm Theranostics 公布總額約4100萬美元同步融資計劃，含美國註冊直接發行及澳洲私募

EX-99.1
5
ea029928601ex99-1.htm
PRESS RELEASE DATED JULY 24, 2026

 

Exhibit
99.1

 

 

Radiopharm
Theranostics Announces Concurrent US$4.1 Million Registered Direct Offering and
Up To Additional A$12.7 (US$8.9) Million Australian Placement and Share Purchase Plan

 

New
York, USA and Sydney, Australia, July 24, 2026 — Radiopharm Theranostics Limited (ASX: RAD, Nasdaq: RADX, “Radiopharm”
or the “Company”), a clinical-stage biopharmaceutical company focused on developing innovative oncology radiopharmaceuticals
for areas of high unmet medical need, today announces that it has entered into a Securities Purchase
Agreement (“SPA”) with certain U.S. accredited institutional investors to issue, in a registered direct offering, 1,281,646
American Depositary Shares (“ADSs”), representing 384,493,800 ordinary shares (with
each ADS representing 300 ordinary shares) of the Company, at an offering price of US$3.16 per ADS,
to raise aggregate gross proceeds of approximately US$4.1 million, before deducting the placement agent fees and other offering expenses
payable by the Company.

 

In
a concurrent private placement and pursuant to the terms of the SPA, the Company has agreed to issue to the investors unregistered warrants
to purchase up to 1,281,646 ADSs.
The warrants will be exercisable on or after the effective date of shareholder approval of the issuance of the ordinary shares represented
by ADSs issuable upon exercise of the warrants, will have an exercise price of US$3.79 per ADS and will expire on July 31, 2029. 

 

The
offering is expected to close on or about July 28, 2026, New York Time, subject to the satisfaction of customary closing conditions.

 

H.C.
Wainwright & Co. is acting as the exclusive U.S. placement agent for the offering.

 

The
ADSs offered in the registered direct offering (but not the warrants issued in the private placement or the ADSs underlying such warrants)
are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-292178) that was
filed with the Securities and Exchange Commission (“SEC”) on December 16, 2025, and became effective on December 23, 2025.
The registered direct offering of the ADSs representing ordinary shares is being made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating
to and describing the terms of the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement
and the accompanying prospectus relating to the registered direct offering may be obtained, when available, at the SEC’s website
at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212)
856-5711 or by email at [email protected].

 

The
warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ADSs representing ordinary
shares underlying the warrants, have not been registered under the Securities Act, or applicable U.S. state securities laws. Accordingly,
the warrants and underlying ADSs representing ordinary shares may not be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state
securities laws.

 

Radiopharm
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889

 

  

  

 

 

 

In
addition to the registered direct offering of ADSs and private placement of warrants in the United States, the Company has
received firm commitments from Australian institutional and professional investors in a private placement for approximately A$6.7 million
(US$4.7 million), before deducting the placement agent fees and other offering expenses payable
by the Company, (“Australian Placement”). Due to limitations on the Company’s capacity to issue new securities
under the listing rules of the Australian Securities Exchange, the issuance under the Australian Placement of 40.0 million ordinary shares,
representing gross proceeds of A$0.6 million (US$0.4 million), will be subject to shareholder approval.

 

The
Company will also make a Share Purchase Plan available to shareholders with registered addresses in Australia and New Zealand to raise
up to an additional A$6 million (US$4.2 million), before deducting the placement agent fees and
other offering expenses payable by the Company. The Share Purchase Plan is subject to shareholder approval.

 

Under
the Australian Placement and the Share Purchase Plan, subscribers and eligible shareholders are anticipated to receive one option for
every one new ordinary share subscribed for. The options will have an exercise price of A$0.018 per option, expiring on July 31, 2029,
and will be subject to shareholder approval. The Company will apply to ASX for official quotation of the options. If quotation is not
approved, the options will be issued without quotation (as unlisted options).

 

The
Company expects to seek all approvals from shareholders at an extraordinary general meeting to be held on or about Friday, September
11, 2026.

 

The
Company currently intends to use the funds raised from the offers of securities described above to support the commencement of the RAD101
registrational study, the progression of multiple therapeutic programs through key clinical milestones, ongoing strategic partnering
initiatives, and working capital and other general corporate purposes.

 

This
press release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor will
there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
Any securities to be issued under the Australian Placement
and Share Purchase Plan have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United
States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S.
state securities laws. Shareholders in the United States may not participate in the Share Purchase Plan.

 

All
references to “A$” are to Australian dollars and all references to “US$” are to U.S. dollars.

 

For
more information:
Riccardo Canevari
CEO & Managing Director
P: +1 862 309 0293
E: [email protected]

 

Radiopharm
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889

 

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Anne
Marie Fields

Precision
AQ (Formerly Stern IR)

E:
[email protected]

 

Media
Matt Wright
NWR Communications
P: +61 451 896 420
E: [email protected]

 

About
Radiopharm Theranostics

 

Radiopharm
Theranostics is a clinical-stage radiotherapeutics company developing a world-class platform of innovative radiopharmaceutical products
for diagnostic and therapeutic applications in areas of high unmet medical need. Radiopharm is listed on the ASX (RAD) and Nasdaq (RADX).
The company has a pipeline of distinct and highly differentiated platform technologies spanning peptides, small molecules and monoclonal
antibodies for use in cancer. The clinical program includes one Phase 2 and five Phase 1 trials in a variety of solid tumor cancers,
including lung, breast, and brain metastases. Learn more at radiopharmtheranostics.com

 

Safe
Harbor Statement:

 

This
press release contains “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933
and Section 21E of the U.S. Securities Exchange Act of 1934, including, without limitation, statements by the Company relating to the
completion of the offering, the Australian Placement and the Share Purchase Plan, the satisfaction of customary closing conditions related
to the offering, the receipt of shareholder approval and the intended use of proceeds from the offering. Any forward-looking statements
that may be in this press release are subject to risks and uncertainties relating to market and other conditions, the difficulties in
Radiopharm’s plans to develop and commercialize its product candidates, the timing of the initiation and completion of preclinical
and clinical trials, the timing of patient enrollment and dosing in clinical trials, the timing of expected regulatory filings, the intellectual
property position and the ability to procure additional sources of financing. Accordingly, you should not rely on those forward-looking
statements as a prediction of actual future results.

 

Radiopharm
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889

 

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