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.