Theratechnologies Announces Closing of US$25 Million Public Offering of Common Shares and Concurrent Private Placement
31 Oktober 2023 - 5:34PM
Theratechnologies Inc. (“Theratechnologies” or the “Company”)
(Nasdaq: THTX; TSX: TH), a biopharmaceutical company focused on the
development and commercialization of innovative therapies, today
announced that it has closed its previously announced public
offering (the “Public Offering”) of 12,500,000 common shares of the
Company (the “Common Shares”) at a public offering price of US$1.00
per Common Share (the “Offering Price”). The gross proceeds of the
Public Offering are US$12,500,000, before deducting the
underwriting discounts and commissions and other estimated offering
expenses. Pursuant to the underwriting agreement dated October 25,
2023, the Company has also granted the underwriter a 30-day option
(the “Option”) to purchase up to 1,875,000 Common Shares at the
Offering Price, less underwriting discounts and commissions.
Cantor Fitzgerald & Co. acted as sole
bookrunner for the Public Offering.
In connection with the Public Offering, the
Company has also closed its concurrent private placement with
Investissement Québec (the “Concurrent Private Placement”) 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”) in
lieu of Common Shares, in each case, at the Offering Price, for
US$12,500,000 aggregate gross proceeds, less a capital commitment
fee of 1.5% payable to Investissement Québec and Investissement
Québec’s legal fees. 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, Investissement
Québec does not have beneficial ownership or control over more than
19.9% of the issued and outstanding Common Shares and therefore is
not a “control person” within applicable Canadian securities laws.
All securities issued in connection with the Concurrent Private
Placement are subject to a four-month hold period from the closing
date under applicable Canadian securities laws, in addition to such
other restrictions as may apply under applicable securities laws of
jurisdictions outside Canada.
The Company also entered into an investor rights
agreement, pursuant to which Investissement Québec will be entitled
to nominate one director to the Company’s board of directors for as
long as it holds 50% of the Common Shares purchased pursuant to the
Concurrent Private Placement. Copies of the subscription agreement,
the exchangeable receipt agreement setting forth the terms and
conditions of the Exchangeable Subscription Receipts and the
investor rights agreement, when available, will be filed on SEDAR+
at www.sedarplus.ca. Summaries of the subscription agreement and
the exchangeable receipt agreement and a copy of the investor
rights agreement, when available, will be filed on EDGAR at
www.sec.gov.
As at the date of closing, Investissement Québec
beneficially owns approximately 19.9% (25.4% if the Exchangeable
Subscription Receipts were to be exchanged into Common Shares) of
the issued and outstanding Common Shares. If the Option is
exercised in full, Investissement Québec will beneficially own
approximately 19.1% (24.5% if the Exchangeable Subscription
Receipts were to be exchanged into Common Shares) of the issued and
outstanding Common Shares as of the date of closing.
The Public Offering and the Concurrent Private
Placement are subject to final acceptance of the Toronto Stock
Exchange.
No securities regulatory authority has either
approved or disapproved the contents of this news release. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or jurisdiction.
About Theratechnologies
Theratechnologies (Nasdaq: THTX) (TSX: TH) 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.sedarplus.ca and on
EDGAR at www.sec.gov.
Forward-Looking InformationThis
press release contains forward-looking statements and
forward-looking information (collectively, the “Forward-Looking
Statements”) within the meaning of applicable securities laws, that
are based on management’s beliefs and assumptions and on
information currently available to it. 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 exercise of the
Option.
Although the Forward-Looking Statements
contained in this press release are based upon what the Company
believes are reasonable assumptions in light of the information
currently available, investors are cautioned against placing undue
reliance on these statements since actual results may vary from the
Forward-Looking Statements. Forward-Looking Statements assumptions
are subject to a number of risks and uncertainties, many of which
are beyond the Company’s control, that could cause actual results
to differ materially from those that are disclosed in or implied by
such Forward-Looking Statements. These, as well as other, risks and
uncertainties are described more fully in the section titled “Risk
Factors” of the preliminary Prospectus Supplement and of the Base
Shelf Prospectus in connection with the Public Offering as well as
other public filings made by the Company available on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov. 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 the Company’s expectations as
of that date. The Company undertakes 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.
Contacts:
Investor inquiries:Philippe DubucSenior Vice
President and Chief Financial
Officerpdubuc@theratech.com1-438-315-6608
Media inquiries:Julie SchneidermanSenior
Director, Communications & Corporate
Affairscommunications@theratech.com 1-514-336-7800
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