INCORPORATION BY REFERENCE
This Form 6-K is hereby filed and incorporated by reference in the registrants Registration
Statement on Form F-10 (File No. 333-261289).
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Private Placement of Common Shares and Exchangeable Subscription Receipts
As previously disclosed in a report on Form 6-K filed with the U.S. Securities and Exchange Commission
(SEC) on October 31, 2023, on October 31, 2023 (the Closing Date), Theratechnologies Inc. (the Corporation), whose common shares (the Common Shares) are listed on
the Toronto Stock Exchange (TSX) and the NASDAQ Stock Market, completed its public offering (the Public Offering) of an aggregate of 12,500,000 Common Shares at a price of US$1.00 per Common Share
(the Offering Price), for aggregate gross proceeds of US$12,500,000, pursuant to the terms and conditions of the underwriting agreement (the Underwriting Agreement), dated October 25, 2023,
between the Corporation, on the one hand, and Cantor Fitzgerald & Co. and Cantor Fitzgerald Canada Corporation, on the other hand, acting as representatives of a syndicate of underwriters (collectively,
the Underwriters). A copy of the Underwriting Agreement can be found attached as an exhibit to the report on Form 6-K filed by the Corporation with the SEC on October 27, 2023.
Alongside the closing of the Public Offering, the Corporation completed a concurrent private placement (the Concurrent Private
Placement) with a sole subscriber, Investissement Québec (IQ), pursuant to the terms and conditions of the subscription agreement (the Subscription Agreement), dated October 25, 2023,
between the Corporation and IQ, by which the Corporation issued and sold to IQ an aggregate of 9,118,184 Common Shares and 3,381,816 fully-funded, non-voting subscription receipts, exchangeable into Common
Shares on a one-for-one basis (the Exchangeable Subscription Receipts), each at the Offering Price per security. The Concurrent Private Placement
raised aggregate proceeds of US$12,500,000, less a capital commitment fee of 1.5% payable to IQ and IQs legal fees.
The
Subscription Agreement, executed in the French language, contains customary representations, warranties and covenants by the Corporation, including all representations and warranties provided to the Underwriters pursuant to the Underwriting
Agreement, and customary conditions to closing, indemnification obligations of the Corporation, other obligations of the parties and termination provisions.
The Exchangeable Subscription Receipts were issued pursuant to and are governed by the terms and conditions of the exchangeable receipt
agreement (the Exchangeable Receipt Agreement), dated October 31, 2023, between the Corporation and IQ, executed in the French language. The component of the Concurrent Private Placement in the form of Exchangeable
Subscription Receipts is designed to ensure that, following completion of the Public Offering and the Concurrent Private Placement, IQ shall not have beneficial ownership or control over more than 19.9% of the issued and outstanding Common Shares
and therefore shall not be a control person within applicable Canadian securities laws (the Exchange Condition). Pursuant to the Exchangeable Receipt Agreement, the Exchange Condition is subject to a number of
exceptions, including (i) in the context of a take-over bid, arrangement, merger or similar transaction for the purpose of allowing the holder to participate to such transaction equally and rateably with the shareholders of the Corporation,
(ii) in the context of a concurrent sale of Common Shares issued upon the exchange of the Exchangeable Subscription Receipts, or (iii) with the prior approval of the shareholders of the Corporation or TSX. The Exchangeable Subscription
Receipts entitle their holder to receive a payment equivalent to any dividend declared on the Common Shares and participate in any rights offering that the Corporation may undertake. In addition, to the extent that the Corporation undertakes certain
transactions affecting its Common Shares, such as a stock split, a reverse stock split, a share reclassification or the payment of dividend in shares, requisite adjustments will be made to the