UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
RADIOPHARM THERANOSTICS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer’s name into English)
Commonwealth of Australia
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Vcorp Services, LLC
25 Robert Pitt Drive, Suite 204
Monsey, New York 10952
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250-9100
| It is proposed that this filing become effective under Rule 466: | ☐ immediately upon filing. |
| | ☐ on (Date) at (Time) |
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two hundred (200) ordinary shares of Radiopharm Theranostics Limited. | 50,000,000 American Depositary Shares | $0.05 | $2,500,000 | $369.00 |
| * | Each unit represents one American Depositary Share. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption | Location in Form of American
Depositary Receipt (“Receipt”) Filed Herewith as Prospectus |
| | |
| 1. | Name of depositary and address of its principal executive office | Face of Receipt, Introductory paragraph |
| | | |
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt, Top center |
| | | |
| | Terms of Deposit: | |
| | | |
| | (i) | The amount of deposited securities represented by one American Depositary Share | Face of Receipt, Upper right corner |
| | | | |
| | (ii) | The procedure for voting, if any, the deposited securities | Articles 14 and 15 |
| | | | |
| | (iii) | The collection and distribution of dividends | Articles 13 and 14 |
| | | | |
| | (iv) | The transmission of notices, reports and proxy soliciting material | Articles 12, 14 and 15 |
| | | | |
| | (v) | The sale or exercise of rights | Articles 13, 14 and 15 |
| | | | |
| | (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles 3, 4, 6, 9, 13 and 16 |
| | | | |
| | (vii) | Amendment, extension or termination of the deposit arrangements | Articles 20 and 21 (no provision for extensions) |
| | | | |
| | (viii) | Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article 12 |
| | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Articles 2, 3, 4, 6, 8, 9, 10 and 22 |
| | | | |
| | (x) | Limitation upon the liability of the depositary | Articles 10, 15, 16, 17, 18 and 21
|
| | | | |
| 3. | Fees and charges which may be imposed directly or indirectly against holders of Receipts | Article 9
|
Item 2. AVAILABLE INFORMATION
As set forth in Article (12) of the Form of Receipt constituting the prospectus included herein, of Radiopharm Theranostics Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended, on its Internet Web site or through an electronic information delivery system generally available to the public in its primary trading market.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| (a) | Form of Deposit Agreement, dated as of , 2024, by and among Radiopharm Theranostics Limited, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and Radiopharm Theranostics Limited in effect at any time within the last three years. – Not Applicable. |
| (d) | Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. – Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of Radiopharm Theranostics Limited. – Set forth on the signature pages hereto. |
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary under-takes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary under-takes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule. |
Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Radiopharm Theranostics Limited, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 11, 2024.
| | Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Radiopharm Theranostics Limited Deutsche Bank Trust Company Americas, solely in its capacity as Depositary |
| | | | |
| | | | |
| | By: | /s/Michael Tompkins | |
| | Name: | Michael Tompkins | |
| | Title: | Director | |
| | | | |
| | | | |
| | By: | /s/Michael Curran | |
| | Name: | Michael Curran | |
| | Title: | Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, Radiopharm Theranostics Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Livingston, New Jersey on September 11, 2024.
| | Radiopharm Theranostics Limited | |
| | | | |
| | | | |
| | By: | /s/Riccardo Canevari | |
| | Name: | Riccardo Canevari | |
| | Title: | Chief Executive Officer and Managing Director | |
Each person whose signature appears below hereby constitutes and appoints Riccardo Canevari his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorney full power to act, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorney may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on September 11, 2024.
Signatures | | Capacity |
| | | |
| /s/Riccardo Canevari | | Chief Executive Officer and Managing Director |
| Riccardo Canevari | | |
| | | |
| /s/Paul Hopper | | Chairman |
| Paul Hopper | | |
| | | |
| /s/Phillip Hains | | Director and Chief Financial Officer |
| Phillip Hains | | |
| | | |
| /s/Hester Larkin | | Director |
| Hester Larkin | | |
| | | |
| /s/Dr. Leila Alland | | Director |
| Dr. Leila Alland | | |
| | | |
| /s/Ian Turner | | Director |
| Ian Turner | | |
| | | |
| | | |
| | | |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Radiopharm Theranostics Limited, has signed this Registration Statement on Form F-6 in Newark, Delaware on September 11, 2024.
| | Puglisi & Associates , as Authorized U.S. Representative | |
| | | |
| | By: | /s/Donald J. Puglisi | |
| | Name: | Donald J. Puglisi | |
| | Title: | Managing Director | |
INDEX TO EXHIBITS
Exhibit Number
