Theratechnologies Completes 1-for-4 Reverse Stock Split
31 Juli 2023 - 1:00PM
Theratechnologies Inc. (“Theratechnologies”, the “Company”, or
“we”) (TSX: TH) (NASDAQ: THTX), a biopharmaceutical company focused
on the development and commercialization of innovative therapies,
today announced that it has completed the previously announced
consolidation of the issued and outstanding common shares of the
Company’s share capital on the basis of one (1) post- consolidation
share for each four (4) pre-consolidation shares issued and
outstanding (the “Consolidation”).
The Consolidation received the applicable
regulatory approvals, including from the Toronto Stock Exchange
(the “TSX”) and the Nasdaq Stock Market (“NASDAQ”). No
shareholder approval was required for the Consolidation to come
into effect. The Company’s common shares began trading on the TSX
and the NASDAQ on a consolidated basis on
July 31, 2023.
No fractional common share were issued in
connection with the Consolidation and, in the event that a
shareholder would otherwise have been entitled to receive a
fractional share upon such Consolidation, the number of common
shares to be received by such shareholder was rounded up (if the
fraction is half a share or more) or down (if the fraction is less
than half a share) to the nearest whole common share, provided that
no shareholder shall hold less than a single common share as a
result of the Consolidation.
Shareholders who hold their common shares
electronically either in direct registered book-entry form via a
direct registration system advice/statement (“DRS”) with
Computershare Trust Company of Canada (“Computershare”), the
Company’s transfer agent, or in “street name” through an
intermediary like a bank, broker or other nominee, will not need to
take any action as the Consolidation should automatically be
reflected in the transfer agent’s records and on such shareholders’
next account statement. Intermediaries may have specific procedures
for processing the Consolidation, including the treatment of
fractional shares.
Shareholders holding paper stock
certificates were sent by Computershare a letter of
transmittal which will enable them to exchange their old share
certificates for a DRS representing the number of new
post-Consolidation common shares they hold. Until surrendered, each
stock certificate representing pre-Consolidation common shares will
be deemed for all purposes to represent the number of whole
post-Consolidation common shares to which the shareholder is
entitled as a result of the Consolidation. A copy of the letter of
transmittal is available on the Company’s SEDAR profile at
www.sedar.com and on EDGAR at www.sec.gov.
About Theratechnologies
Theratechnologies (TSX: TH) (NASDAQ: THTX) is a
biopharmaceutical company focused on the development and
commercialization of innovative therapies addressing unmet medical
needs. Further information about Theratechnologies is available on
the Company's website at www.theratech.com, on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
Forward-Looking Information
This press release
contains forward-looking statements and forward-looking
information, or, collectively, forward-looking statements, within
the meaning of applicable securities laws, that are based on our
management’s beliefs and assumptions and on information currently
available to our management. You can identify forward-looking
statements by terms such as "may", "will", "should", "could",
“promising”, “would”, "outlook", "believe", "plan", "envisage",
"anticipate", "expect" and "estimate", or the negatives of these
terms, or variations of them. The forward-looking statements
contained in this press release include, but are not limited to,
statements regarding the potential impact of the Consolidation on
the trading price of the Company’s common shares and regaining
compliance with NASDAQ listing requirements. Although the
forward-looking information contained in this press release is
based upon what the Company believes are reasonable assumptions in
light of the information currently available, investors are
cautioned against placing undue reliance on this information since
actual results may vary from the forward-looking information.
Certain assumptions made in preparing the forward-looking
statements include that: the change in the trading price of the
Company’s common shares upon completion of the Consolidation will
be correlated with and proportionate to the ratio upon which the
Consolidation is being made and compliance with the NASDAQ minimum
listing requirements will be maintained. Forward-looking
information assumptions are subject to a number of risks and
uncertainties, many of which are beyond Theratechnologies’ control
that could cause actual results to differ materially from those
that are disclosed in or implied by such forward-looking
information. These risks and uncertainties include, but are not
limited to, those related to or arising from: the price variation
in the Company’s common shares as a result of the Consolidation or
other factors affecting the business and affairs of the Company. We
refer current and potential investors to the “Risk Factors” section
of our Annual Information Form dated February 27, 2023, available
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov as an exhibit
to our report on Form 40-F dated February 28, 2023, under
Theratechnologies’ public filings. The reader is cautioned to
consider these and other risks and uncertainties carefully and not
to put undue reliance on forward-looking statements.
Forward-looking statements reflect current expectations regarding
future events and speak only as of the date of this press release
and represent our expectations as of that date.
We undertake no obligation to update or revise
the information contained in this press release, whether as a
result of new information, future events or circumstances or
otherwise, except as may be required by applicable law.
Investor Contact:Philippe Dubuc
Senior Vice President and Chief Financial Officer
pdubuc@theratech.com438-315-6608
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