News

Theratechnologies to Announce Second Quarter 2025 Financial Results

March 15, 2026

Theratechnologies to Announce Second Quarter 2025 Financial Results

Jul 03, 2025

MONTREAL, July 03, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today announced the Company will report financial results for its second quarter 2025 ended May 31 on Wednesday, July 9, 2025.

Given the announcement of July 2, 2025, concerning the acquisition of the Company, a conference call will not be held.

About Theratechnologies

Theratechnologies (TSX: TH) (NASDAQ: THTX) is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care. 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. Follow Theratechnologies on Linkedin and X.

Contacts:

pdubuc@theratech.com

1-438-315-6608

Media inquiries:

communications@theratech.com

1-514-336-7800

Theratechnologies Reports Financial Results for the Second Quarter 2025

March 15, 2026

News

Theratechnologies Reports Financial Results for the Second Quarter 2025

Jul 09, 2025

Q2 2025 total revenue of $17.7 million, and $36.8 million for the first six months of Fiscal 2025
Positive Adjusted EBITDA¹ for the fifth straight quarter
Subsequent to quarter end, Theratechnologies entered into a definitive agreement to be acquired by an affiliate of Future Pak

MONTREAL, July 09, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today reported business highlights and financial results for the second quarter 2025, ended May 31, 2025. All figures are in U.S. dollars unless otherwise stated.

“Demand for EGRIFTA SV® remains very strong and we are witnessing record high patient enrollments. During the first half of our fiscal year, we achieved close to $37 million in revenue despite an estimated negative impact of $10-$12 million from the EGRIFTA SV® shortage in the first quarter, which was subsequently resolved. Unique patients are back to normal levels, and new patient enrollments, another key metric, are at record highs. This, along with Trogarzo® net sales which have now stabilized as expected, indicates a return to our growth trajectory for the top and bottom lines in the coming quarters,” said Paul Lévesque, President and Chief Executive Officer. “We are on track to bring EGRIFTA WRTM, a new and improved version of this important medication for people with HIV, to the market in the third quarter, capitalizing on the momentum created in the last 12 months.”

_{¹ This is a non-IFRS measure that is forward looking. The amount indicated diverges significantly from amounts achieved historically. See “Non-IFRS and Non-US GAAP Measure” below for such historical amounts and a reconciliation thereof to the most directly comparable IFRS measure.}

Fiscal 2025 Revenue and Adjusted EBITDA Guidance
In light of the previously announced agreement to be acquired by an affiliate of Future Pak, the Company is withdrawing its Fiscal 2025 revenue and Adjusted EBITDA guidance and will not be providing updated guidance.

Summary of Financial Results

The financial results presented in this press release are taken from the Company’s Management’s Discussion and Analysis (“MD&A”), and interim consolidated financial statements (“Interim Financial Statements”) for the three- and six- month periods ended May 31, 2025, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). The MD&A and the Interim Financial Statements can be found on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov and at www.theratech.com. Unless specified otherwise, all capitalized terms have the meaning ascribed thereto in our MD&A.

Revenue Summary for Second Quarter and First Half Fiscal 2025 (in thousands of dollars)

Three months ended May 31		% change	Six months ended May 31		% change
	2025	2024		2025	2024
EGRIFTA SV^® net sales	11,131	16,200	(31.3%)	25,011	25,786	(3.0%)
Trogarzo^® net sales	6,598	5,817	13.4%	11,765	12,478	(5.7%)
Revenue	17,729	22,017	(19.5%)	36,776	38,264	(3.9%)

Revenue

For the three- and six-month periods ended May 31, 2025, consolidated revenue was $17,729,000 and $36,776,000, compared to $22,017,000 and $38,264,000 for the same periods ended May 31, 2024, representing year-over-year decreases of 19.5% for the second quarter and 3.9% for the first half of Fiscal 2025 versus Fiscal 2024.

For the second quarter of Fiscal 2025, net sales of EGRIFTA SV® were $11,131,000 compared to $16,200,000 in the second quarter of fiscal 2024, representing a decrease of 31.3% year-over-year. Lower sales of EGRIFTA SV® were mostly the result of lower unit sales (-24.9%), as a result of the supply disruption announced by the company in late 2024, and higher government chargebacks, rebates and others (-11.4%), mostly related to the Inflation Reduction Act (“IRA”), which includes new rebates enacted in late 2024 related to patients in the Medicare program. The decrease in sales was offset by a higher selling price (+5.0%).

Net sales for the six-month period ended May 31, 2025, amounted to $25,011,000 compared to $25,786,000 in the same period in 2024, representing a decrease of 3.0%. Lower sales of EGRIFTA SV® were mostly the result of lower unit sales (-6.2%), as a result of the supply disruption announced by the Company in late 2024, and higher government chargebacks, rebates and others (-2.4%), mostly related to the Inflation Reduction Act (“IRA”), which includes new rebates enacted in late 2024 related to patients in the Medicare program. The decrease in sales was offset by a higher average selling price (+5.6%).

Trogarzo® net sales in the second quarter of Fiscal 2025 amounted to $6,598,000 compared to $5,817,000 for the same quarter of 2024, representing an increase of 13.4% year-over-year. Higher sales of Trogarzo® in the quarter were mostly due to higher unit sales (+11.0%) and a higher selling price (+3.0%). Government rebates, chargebacks and others were stable in the quarter compared to Fiscal 2024.

For the six-month period ended May 31, 2025, Trogarzo® net sales were $11,765,000 compared to $12,478,000 in the same period in 2024, or a decrease of 5.7%. Lower sales of Trogarzo® in the period were mostly due to lower unit sales (-4.1%) and higher government rebates, chargebacks (-4.7%), which were offset by a higher average selling price (+3.1%).

Cost of Goods Sold
For the three- and six-months ended May 31, 2025, cost of goods sold was $4,699,000 and $8,182,000 compared to $4,547,000 and $9,831,000 for the same periods in fiscal 2024.

Three months ended May 31				Six months ended May 31
	2025		2024		2025		2024
	($000s)	% of Revenue	($000s)	% of Revenue	($000s)	% of Revenue	($000s)	% of Revenue
EGRIFTA SV^®	1,290	11.6%	1,549	9.6%	2,098	8.4%	3,436	9.6%
Trogarzo^®	3,409	51.7%	2,998	51.5%	6,084	51.7%	6,395	51.5%
Total	4,699	26.5%	4,547	20.7%	8,182	22.2%	9,831	20.7%

For the six-month period ended May 31, 2025, EGRIFTA SV® cost of goods sold was reduced by the reversal of an inventory provision in the first quarter of 2025 ($713,000), which was recorded in the fourth quarter of 2024, related to the manufacturing of batches of F8 Formulation recorded prior to approval of the F8 Formulation by the FDA. In the six-month period ended May 31, 2024, EGRIFTA SV® cost of goods sold was increased by this inventory provision ($1,088,000). For the three- and six-month periods ended May 31, 2025, the percentage of revenue for the cost of goods sold of EGRIFTA SV® excluding these provision changes has increased, mainly due to higher raw materials prices. Trogarzo® cost of sales is contractually established at 52% of net sales, subject to periodic adjustment for returns or other factors.

R&D Expenses

R&D expenses in the three- and six-month periods ended May 31, 2025, amounted to $2,614,000 and $5,583,000 compared to $4,725,000 and $8,477,000 in the comparable periods of fiscal 2024. R&D expenses in the three-month period ended May 31, 2024 include the accelerated depreciation ($766,000) of equipment used as part of the preclinical oncology research activities, following the decision to cease early-stage R&D activities.

For the three- and six-month periods ended May 31, 2025, the decrease in R&D expenses is mainly explained by the reduction of spending in our oncology program, as well as lower spending on the F8 Formulation, which was approved in March 2025.

R&D expenses
(in thousands of dollars)

Three months ended May 31			Six months ended May 31
	2025	2024	% change	2025	2024	% change
Oncology
Laboratory research and personnel	31	1,033*	-97%	63	1,366*	-95%
Pharmaceutical product development	13	44	-70%	61	157	-61%
Phase 1 clinical trial	68	588	-88%	153	977	-84%
Medical projects and education	242	278	-13%	448	504	-11%
Salaries, benefits and expenses	1,284	1,271	1%	2,726	2,614	4%
Regulatory activities	417	376	11%	874	807	8%
Trogarzo^®IM formulation	–	6	-100%	–	26	-100%
Tesamorelin formulation development	260	448	-42%	832	1,052	-21%
F8 human factor studies	5	5	-%	(5)	7	-171%
European activities	46	50	-8%	57	52	10%
Travel, consultants, patents, options, others	343	308	11%	663	579	15%
Restructuring costs	–	318	-100%	–	336	-100%
Tax Credits	(95)	(33)	187%	(289)	(65)	344%
Total	2,614	4,725	-45%	5,583	8,477	-34%

* Including accelerated depreciation ($766,000) of equipment used in the oncology program, following the decision to cease R&D activities related to the oncology program

Selling Expenses

Selling expenses increased to $6,840,000 and $13,310,000 for the three- and six-month periods ended May 31, 2025, compared to $6,367,000 and $12,068,000 for the same periods last year. The increase in selling expenses Fiscal 2025, is due in large part to higher compensation expense, due to lower vacancies and hiring related to market preparation for the Ionis in-licensed products.

The amortization of the intangible asset value for the EGRIFTA SV® and Trogarzo® commercialization rights is also included in selling expenses. As such, we recorded amortization expense of $361,000 and $722,000 for the three- and six-month periods ended May 31, 2025 compared to $360,000 and $720,000 in the same periods of Fiscal 2024.

General and Administrative Expenses

General and administrative expenses in the three- and six-month periods ended May 31, 2025, amounted to $5,480,000 and $9,710,000 compared to $3,090,000 and $6,846,000 reported in the comparable periods of fiscal 2024. The increase in General and Administrative expenses in the second quarter of 2025 is largely due to professional fees ($1,359,000) incurred with respect to the sale process announced by the Company on April 15, 2025. The increases for the three- and six- month periods ended May 31, 2025 are also due to higher professional fees and higher stock-based compensation.

Net Finance Costs

Adjusted EBITDA was $906,000 for the second quarter of fiscal 2025 and $3,227,000 for the six-month period ended May 31, 2025, compared to $5,459,000 and $5,212,000 for the same periods of Fiscal 2024. The decrease is mainly explained by higher spending detailed above, and lower revenues attributable to the supply shortage of EGRIFTA SV® which occurred in the first quarter of Fiscal 2025. See “Non-IFRS and Non-US-GAAP Measure” below and “Reconciliation of Adjusted EBITDA” below for a reconciliation to Net Loss for the relevant periods.

For the three-month and six-month periods ended May 31, 2025, the decrease in interest expense was offset by lower interest income as a result of our overall lower cash balances and by a loss on financial instruments carried at fair value.

Net finance costs for the three- and six-month periods ended May 31, 2025, also included accretion expense of $112,000 and $231,000, compared to $382,000 and $756,000 for the comparable periods in 2024.

Income Tax Expense

Income tax expense amounted to $246,000 and $553,000 in the three- and six-month periods ended May 31, 2025, versus $118,000 and $228,000 in the same periods last year. The increase in the three- and six month periods ended May 31, 2025 over the same periods of 2024 is attributable to the higher net fiscal income generated by our operations. The Company recorded $95,000 in Canadian federal non-refundable tax credits in the three-month period ended May 31, 2025 against research and development expenses, and $289,000 in the six-month period ended May 31, 2025, which largely offsets the Canadian federal income tax payable.

Net Loss (Profit)

Net loss for the second quarter ended May 31, 2025, amounted to $4,462,000 compared to a net profit of $987,000 in Fiscal 2024. For the six-month periods ended May 31, 2025 and 2024 the Company recorded net losses of $4,345,000 and $3,494,000, respectively.

Financial Position, Liquidity and Capital Resources

Liquidity and future operations

As part of the preparation of the Interim Financial Statements, management is responsible for identifying any event or situation that may cast doubt on the Company’s ability to continue as a going concern.

As of the issuance date of the Interim Financial Statements, the Company expects that its existing cash and cash equivalents as of May 31, 2025, together with cash generated from its existing operations will be sufficient to fund its operating expenses and debt obligations requirements for at least the next 12 months from the issuance date of these interim financial statements. Considering the recent actions of the Company, material uncertainty that raised substantial doubt about the Company’s ability to continue as a going concern was alleviated effective from the first quarter interim financial statements.

For the six-month period ended May 31, 2025, the Company generated a net loss of $4,345,000 (2024- $3,494,000) and had positive cash flows from operating activities of $2,659,000 (2024- $(1,998,000)). As at May 31, 2025, cash amounted to $9,459,000 and the accumulated deficit was $421,196,000. The Company’s ability to continue as a going concern requires the Company to continue to achieve positive cash flows through revenues generation and managing expenses and meet the covenants of the TD Credit Agreement and the IQ Credit Agreement at all times, which require testing on a quarterly basis.

On January 9, 2025, the Company announced a temporary supply disruption for EGRIFTA SV® caused by an unexpected voluntary shutdown of the Company’s contract manufacturer’s facility in the third quarter of 2024 following an inspection by the US Food and Drug Administration. The manufacturer has resumed manufacturing of EGRIFTA SV®, in November 2024. In order to resume distribution of EGRIFTA SV®, the Company was required to file a Prior Approval Supplement (“PAS”) with the FDA describing the changes made by its manufacturer. The Company filed the PAS on December 18, 2024. On April 7, 2025, the FDA approved the PAS, allowing the Company to continue releasing EGRIFTA SV® to the market without further authorization from the FDA.

The Company’s ability to continue as a going concern for a period of at least, but not limited to, 12 months from May 31, 2025 involves significant judgement and is dependent on continued generation of revenues including a successful transition from EGRIFTA SV^® to EGRIFTA WR™ in order to be able to meet the Adjusted EBITDA covenants.

The Interim Financial Statements have been prepared assuming the Company will continue as a going concern, which assumes the Company will continue its operations in the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

Analysis of cash flows

We ended the second quarter of Fiscal 2025 with $10,139,000 in cash, bonds and money market funds. Available cash is invested in highly liquid fixed income instruments including governmental and municipal bonds, and money market funds.

For the three-month period ended May 31, 2025, cash used by operating activities before changes in operating assets and liabilities was $1,679,000, compared to cash generated of $2,616,000 in the comparable period of Fiscal 2024.

In the second quarter of Fiscal 2025, changes in operating assets and liabilities had a positive impact on cash flow of $14,082,000 (2024-negative impact of $2,906,000). These changes included positive impacts from a decrease in accounts receivable ($10,989,000), an increase in accounts payable ($2,700,000), and higher provisions ($1,013,000). Higher inventories had a negative impact on cash flow of $755,000.

During the second quarter of Fiscal 2025, cash used by financing activities totalled $6,885,000 in cash, mostly related to the reimbursement of capital on the TD Bank Credit Facility ($6,786,000), which includes $5,000,000 drawn on the Revolving Credit Facility during the first quarter of 2025.

Reconciliation of Adjusted EBITDA

(In thousands of dollars)

Three-month periods ended May 31				Six-month periods ended May 31
	2025		2024		2025		2024
Net income (loss)	(4,462	)	987		(4,345	)	(3,494	)
Add :
Depreciation and amortization²	473		1,262		964		1,779
Net Finance costs³	2,312		2,183		3,783		4,308
Income taxes	246		118		553		228
Share-based compensation	978		340		1,626		967
Inventory provision⁴	–		251		(713	)	1,088
Transaction costs	1,359		–		1,359		–
Restructuring costs	–		318		–		336
Adjusted EBITDA	906		5,459		3,227		5,212

_{² Includes depreciation of property and equipment, amortization of intangible, other assets and right-of-use assets.}
_{³ Includes all finance income and finance costs consisting of: Foreign exchange, interest income, accretion expense and amortization of deferred financing costs, interest expense, bank charges, gain or loss on financial instruments carried at fair value and loss on debt modification and gain on lease termination.}
_{⁴ Inventory provision pending marketing approval of the F8 Formulation.}

About Theratechnologies

Non-IFRS and Non-US GAAP

The information presented in this press release includes a measure that is not determined in accordance with IFRS or U.S. generally accepted accounting principles (“U.S. GAAP”), being the term “Adjusted EBITDA”. “Adjusted EBITDA” is used by the Company as an indicator of financial performance and is obtained by adding to net profit or loss, finance income and costs, depreciation and amortization, impairment loss on intangible assets, income taxes, share-based compensation from stock options, certain transaction costs new this period), certain restructuring costs and certain write-downs (or related reversals) of inventories. “Adjusted EBITDA” excludes the effects of items that primarily reflect the impact of long-term investment and financing decisions rather than the results of day-to-day operations. The Company believes that this measure can be a useful indicator of its operational performance from one period to another. The Company uses this non-IFRS measure to make financial, strategic and operating decisions. “Adjusted EBITDA” is not a standardized financial measure under the financial reporting framework used to prepare the financial statements of the Company to which the measure relates and might not be comparable to similar financial measures disclosed by other issuers. A quantitative reconciliation of Adjusted EBITDA is presented above under the table titled “Reconciliation of Adjusted EBITDA”.

Forward-Looking Information

This press release contains forward-looking statements and forward-looking information (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”, “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: (i) our expectations regarding tsales of EGRIFTA SV®, EGRIFTA WRTM and Trogarzo®; and (ii) our ability and capacity to launch EGRIFTA WRTM successfully in the United States in the third quarter of 2025.

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. Certain assumptions made in preparing the Forward-Looking Statements include that (i) sales of EGRIFTA SV®, EGRIFTA WRTM and Trogarzo® will grow over time; (ii) we will be successful in obtaining the reimbursement of EGRIFTA WRTM by public and private payors; (iii) we will have the ability to deliver EGRIFTA WRTM to pharmacies in the third quarter of 2025; (iv) our suppliers of EGRIFTA SV® and EGRIFTA WRTM will be able to manufacture these drugs and will be able meet market demands for these products; (v) the announcement of the acquisition of the Company by an affiliate of Future Pack will close (vi) the Company will not be involved in any material litigation; and (vii) we will be in compliance with the covenants, obligations and undertakings contained in the TD Credit Agreement and the IQ Credit Agreement.

Forward-Looking Statements 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 Statements. These risks and uncertainties include, but are not limited to: (i) the Company’s ability and capacity to grow the sales of EGRIFTA SV®, EGRIFTA WRTM and Trogarzo® successfully in the United States; (ii) the Company’s capacity to meet supply and demand for its products; (iii) the market acceptance of EGRIFTA WRTM in the United States; (iv) the Company’s ability and capacity to provide pharmacies with EGRIFTA WRTM in the third quarter of 2025; (v) the Company’s ability to obtain reimbursement coverage for EGRIFTA WRTM; (vi) the continuation of the Company’s collaborations and other significant agreements with its existing commercial partners and third-party suppliers and its ability to establish and maintain additional collaboration agreements; (vii) the Company’s success in continuing to seek and maintain reimbursements for EGRIFTA SV® and Trogarzo® by third-party payors in the United States; (viii) the success and pricing of other competing drugs or therapies that are or may become available in the marketplace; (ix) the discovery of a cure for HIV; (x) the Company’s failure to meet the terms and conditions set forth in the TD Credit Agreement and the IQ Credit Agreement resulting in an event of default and entitling the lenders to foreclose on all of our assets resulting in a material adverse effect on the Company and impeding the closing of its acquisition by an affiliate of Future Pack under the arrangement agreement; (xi) unknown safety or efficacy issues with our approved drug products causing a decrease in demand for those products or a recall; and (xii) the failure to close the transaction with an affiliate of Future Pack.

We refer current and potential investors to the risk factors described under Item 3.D of our annual information form filed under Form 20-F dated February 26, 2025 available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov under Theratechnologies’ public filings for additional risks related to the Company.

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.

Contacts:

Investor inquiries:

pdubuc@theratech.com

438-315-6608

Media inquiries:

communications@theratech.com

1-514-336-7800

Theratechnologies Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by CB Biotechnology, an Affiliate of Future Pak

March 15, 2026

News

Theratechnologies Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by CB Biotechnology, an Affiliate of Future Pak

Aug 18, 2025

Shareholders stand to receive a significant and attractive cash premium, as the purchase price of US$3.01, with a contingent value right for potential additional aggregate payments of up to US$1.19 per share, represents a compelling premium of 216% to the closing price on the Nasdaq on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal.
Board unanimously recommends shareholders vote “FOR” the Arrangement.
Shareholders are encouraged to review the circular carefully and submit their proxies in advance of the proxy voting deadline of 10:00 a.m. (Eastern time) on September 10, 2025.
Visit www.theratech.com for more information.
Questions or require voting assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email assistance@laurelhill.com.

MONTREAL, Aug. 18, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX) announced today that it has filed and is in the process of mailing the management proxy circular (the “Circular”) and related materials in connection with its special meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held in a hybrid format on Friday, September 12, 2025 at 10:00 a.m. (Eastern time) in connection with its previously announced transaction to be acquired by CB Biotechnology, LLC (the “Purchaser”), an affiliate of Future Pak, LLC (“Future Pak”), a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products.

Details of the Arrangement and Receipt of the Interim Order

The Meeting has been called to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement (the “Arrangement”) involving the Company and the Purchaser.

Pursuant to the Arrangement, the Purchaser will acquire all the issued and outstanding common shares of the Company (the “Shares”) for a price of US$3.01 per Share in cash (the “Cash Consideration”) plus (1) one contingent value right per Share to be issued by the Purchaser (a “CVR” and together with the Cash Consideration, the “Consideration”), less any applicable withholdings. The CVRs provide the right to additional aggregate cash payments of up to US$1.19 per CVR if certain Company milestones as described in the Circular are achieved.

The Company has been granted an interim order (the “Interim Order”) from the Superior Court of Québec (Commercial Division) (the “Court”) authorizing various matters, including the calling and holding of the Meeting and the mailing of the Circular and related materials and other matters related to the conduct of the Meeting.

Board Recommends Shareholders Vote FOR the Arrangement

The entering into of the arrangement agreement (the “Arrangement Agreement”) dated July 2, 2025 among the Purchaser, Future Pak and the Company is the result of the sale process previously announced by the Company that was led by a special committee of independent directors of the Company (the “Special Committee”), advised by independent legal and financial advisors, and extensive arm’s length negotiations conducted between the Company and Future Pak and their respective advisors. The Special Committee, after receiving fairness opinions from Barclays Capital Inc. (“Barclays”) and Raymond James Ltd. (“Raymond James”), and upon the consideration of a number of other factors, has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders, and recommends Shareholders to vote in favour of the Arrangement at the Meeting.

The board of directors of the Company (the “Board”), after careful consideration, and after consulting with outside legal and financial advisors and having taken into account a number of factors and matters it considered relevant, as well as the unanimous recommendation from the Special Committee, unanimously determined that the Arrangement is in the best interests of the Company and is fair to its Shareholders, and unanimously recommends that Shareholders vote FOR the Arrangement at the Meeting.

Reasons to vote FOR the Arrangement include:

Thorough Targeted Market Checks. In 2023, amidst efforts by the Company to find commercial partners to achieve its strategic plan and to secure potential new financing sources, a number of third parties expressed an interest in acquiring the Company. The Board undertook a targeted market check to pursue a strategic transaction for the acquisition of the Company, which ran from February 2024 to July 2024 and was ultimately terminated due to unsatisfactory prices being offered. In the second half of 2024, the Company received certain written and/or verbal indications of interest from third parties, which prompted the formation of the Special Committee and further engagement with five potential acquirors, though no offers materialised. Following a months-long process with a potential acquiror that led to an uncompelling final offer, the Company re-engaged with two counterparties (including Future Pak) and launched an open and non-exclusive sale process, contacting 20 potential bidders and receiving four unsolicited inquiries. This process resulted in two final offers, including one from Future Pak. These efforts reflect a thorough and deliberate approach to exploring strategic alternatives prior to signing the Arrangement Agreement.
Consideration is a Substantial and Compelling Premium. The Consideration (assuming maximum payment of the CVR) represents a substantial and compelling premium of 216% to the closing price on the Nasdaq Capital Market (“Nasdaq”) on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal, and of 165% to the 30-day volume weighted average share price for the period ending on April 10, 2025.
Best Possible Terms from Purchaser. The Special Committee and the Board concluded, after extensive negotiations and on financial and legal advice, that the terms and conditions in the Arrangement Agreement, including in respect of the Consideration to be paid to Shareholders pursuant thereto, are the best that could be obtained from Future Pak.
Limited Capacity to Finance Growth via Public Markets. Capital market financings by Nasdaq-listed biopharmaceutical micro-cap companies continue to be challenging with the low trading volume of the Shares being a deterrent to potential new institutional investors and the historically undervalued trading price of the Shares further exacerbates the challenges faced.
Cash Consideration; Immediate Liquidity. The Cash Consideration to be received by the Shareholders under the terms of the Arrangement Agreement will be paid entirely in cash and provides Shareholders with certainty, immediate value and liquidity for their investment.
Opportunity to Receive Additional Cash Payments under the CVRs. The Consideration includes a CVR tied to the value received through the EGRIFTA and Trogarzo franchises, as further described in the Circular, with a maximum payment of US$65 million, provides Shareholders with an opportunity to receive future cash payments of up to US$1.19 per Share.
Fairness Opinions. Barclays, as exclusive financial advisor to the Company and the Special Committee and Raymond James, as independent financial advisor to the Special Committee, have determined in their respective fairness opinion and subject to the assumptions, limitations, qualifications and other matters respectively set forth therein, that the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

In the event that the Arrangement is not completed, the trading price of the Shares could decline significantly to levels at or below those experienced before April 11, 2025, the announcement date of Future Pak’s initial non-binding proposal.

Support and Voting Agreements and Significant Shareholder Support

Senior officers and directors of the Company who together own or exercise control or direction over an aggregate of 524,266 Shares, representing in the aggregate approximately 1.14% of the Company’s outstanding Shares, have entered into support and voting agreements with the Purchaser under which they have agreed, among other things, to vote their Shares in favour of the Arrangement Resolution and against any resolution submitted by any other person that is inconsistent with the Arrangement.

Soleus Capital Master Fund, L.P., holding 10.4% of the outstanding Shares, has informed the Board that it is supportive of the Arrangement and intends to vote in favour of the Arrangement Resolution absent a material change in circumstances.

Details of the Meeting

The Meeting will be held in a hybrid format on Friday, September 12, 2025 at 10:00 a.m. (Eastern time), in person at the offices of Fasken Martineau DuMoulin LLP located at 800 Square Victoria, Suite 3500, Montreal, Québec, Canada and virtually via live audio webcast at https://meetnow.global/MDUWLGW. The record date for determining Shareholders entitled to receive notice of and vote at the Meeting has been fixed as the close of business on August 13, 2025.

Shareholders should review the Circular, which describes, among other things, the background to the Arrangement as well as the reasons for the determinations and recommendations of the Special Committee and the Board. The Circular contains a detailed description of the Arrangement and includes additional information to assist in considering how to vote at the Meeting. Shareholders are urged to read this information carefully and, if they require assistance, are urged to consult their financial, legal, tax or other professional advisors.

To be effective, the Arrangement Resolution, the full text of which is outlined in Appendix C of the Circular, must be approved by: (i) at least 66⅔% of the votes cast thereon by the holders of Shares present in person or virtually or represented by proxy at the Meeting, and (ii) at least a majority of the votes cast thereon by the holders of Shares present in person or virtually or represented by proxy at the Meeting, excluding Shares held by Shareholders required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (collectively, the “Required Shareholder Approval”).

Copies of the plan of arrangement relating to the Arrangement and the Arrangement Agreement are available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, on EDGAR at https://www.sec.gov/edgar/search and on the Company’s website at www.theratech.com.

Vote Today FOR the Arrangement Resolution

Your vote is important regardless of the number of Shares you own. If you are unable to be present at the Meeting, we encourage you to submit your proxy or voting instruction form, so that your Shares can be voted at the Meeting in accordance with your instructions. To be counted at the Meeting, votes must be received by the Company’s transfer agent, Computershare Investor Services Inc., no later than 10:00 a.m. (Eastern time) on September 10, 2025, or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened Meeting.

Shareholder Questions and Assistance

Shareholders who have questions about the information contained in the Circular or require voting assistance may contact the Company’s proxy solicitation agent and shareholder communications advisor:

Laurel Hill Advisory Group
North American Toll-Free: 1-877-452-7184
Outside North America: 1-416-304-0211
E-mail: assistance@laurelhill.com

Questions on how to complete your letter of transmittal should be directed to Computershare Investor Services Inc. by telephone toll-free in North America at 1-800-564-6253 or outside of North America at 1-514-982-7555 or by email to corporateactions@computershare.com.

About Theratechnologies

Theratechnologies (TSX: TH) (NASDAQ: THTX) is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care. Further information about Theratechnologies is available on its website at www.theratech.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Follow Theratechnologies on LinkedIn and X.

About Future Pak

Founded in 1977 and headquartered in Wixom, Michigan, Future Pak, along with its affiliates, is a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products. Future Pak operates across retail, specialty and institutional markets, leveraging its robust infrastructure and partner network to deliver quality-first, patient-centric solutions.

Forward-Looking Information

This press release contains forward-looking statements and forward-looking information (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”, “if”, “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: the proposed Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement, including the anticipated date for the holding of the Meeting; the reasons for, and the anticipated benefits of, the Arrangement for the Company and its Shareholders; the Required Shareholder Approval and Court approval; the solicitation of proxies by the Company; the consequences to Shareholders if the Arrangement is not completed; the achievement of the CVR milestones and the payout of any additional amounts to holders of CVRs; and other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts.

These Forward-Looking Statements express, as of the date of this press release, the estimates, predictions, projections, expectations, or opinions of the Company about future events or results, as well as other assumptions, both general and specific, that the Company believes are appropriate in the circumstances, including but not limited to assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the Required Shareholder Approval and Court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing and the completion of the Arrangement; and other expectations and assumptions concerning the steps required to give effect to the Arrangement. Although the Company believes that the expectations produced by these Forward-Looking Statements are founded on valid and reasonable bases and assumptions, these Forward-Looking Statements are inherently subject to important risks and uncertainties, many of which are beyond the Company’s control, such that actual results may differ significantly from those that are disclosed in or implied by such Forward-Looking Statements. The important risks and uncertainties that may cause the actual results and future events to differ significantly from the expectations currently expressed include, but are not limited to: the possibility that the Arrangement will not be completed on the same terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the Required Shareholder Approval and Court approval and other conditions to the closing of the Arrangement or for other reasons; the Purchaser’s ability to complete its anticipated debt financing relating to the Arrangement; the failure by the Company to achieve any milestones relating to the CVRs; the uncertainty surrounding the Arrangement could adversely affect the Company’s retention of customers, business partners and key employees; the potential for a third party to make an acquisition proposal; risks related to tax matters; other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement; and general economic conditions, including the potential impact of tariffs.

For additional risks and uncertainties about the Company’s business, please see the “Financial Risk Management” and “Risk Factors” sections of the Company’s 2024 annual management and discussion analysis, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, and the section “Risk Factors” under the heading “Key Information” of the Company’s Form 20-F, which is available under the Company’s issuer profile on EDGAR at https://www.sec.gov/edgar/search. Readers should carefully consider the matters set forth in the section entitled “Risk Factors.” Readers are cautioned that the foregoing list of factors is not exhaustive and undue reliance should not be placed on Forward-Looking Statements. As a result, readers are advised that actual results may differ materially from expected results. Unless otherwise required by applicable securities laws, the Company expressly disclaims any intention, and assumes no obligation to update or revise any Forward-Looking Statements whether as a result of new information, future events or otherwise.

For further information, please contact:

Theratechnologies Inc.

Investor inquiries:
Philippe Dubuc
Senior Vice President and Chief Financial Officer
pdubuc@theratech.com
438-315-6608

Media inquiries:
Julie Schneiderman
Senior Director, Communications & Corporate Affairs
communications@theratech.com
514-336-7800

Future Pak

Investors and media may contact media@futurepak.com.

Theratechnologies Announces Independent Proxy Advisor Firms ISS and Glass Lewis Recommend Shareholders Vote “FOR” the Proposed Plan of Arrangement with Future Pak

March 15, 2026

News

Theratechnologies Announces Independent Proxy Advisor Firms ISS and Glass Lewis Recommend Shareholders Vote “FOR” the Proposed Plan of Arrangement with Future Pak

Sep 02, 2025

Your vote is important regardless of the number of Shares you own.
Board unanimously recommends shareholders vote “FOR” the Arrangement.
Shareholders are encouraged to review the circular carefully and submit their proxies in advance of the proxy voting deadline of 10:00 a.m. (Eastern time) on September 10, 2025.
Visit www.theratech.com for more information.
Questions or require voting assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email assistance@laurelhill.com.

MONTREAL, Sept. 02, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, is pleased to announce that two leading independent proxy advisory firms, Institutional Shareholders Services Inc. (“ISS”) and Glass Lewis & Co. LLC (“Glass Lewis”), have each recommended that the shareholders of the Company (the “Shareholders”) vote “FOR” the special resolution (the “Arrangement Resolution”) to approve the plan of arrangement (the “Arrangement”) involving the Company and CB Biotechnology, LLC (the “Purchaser”), an affiliate of Future Pak, LLC (“Future Pak”), a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products.

Pursuant to the Arrangement, the Purchaser will acquire all the issued and outstanding common shares of the Company (the “Shares”) for a price of US$3.01 per Share in cash (the “Cash Consideration”) plus (1) one contingent value right per Share to be issued by the Purchaser (a “CVR” and together with the Cash Consideration, the “Consideration”), less any applicable withholdings. The CVRs provide the right to additional aggregate cash payments of up to US$1.19 per CVR if certain Company milestones as described in the management proxy circular (the “Circular”) are achieved.

ISS and Glass Lewis Recommendations

ISS recommends to vote FOR the Arrangement “due to the sizeable cash premium, additional upside from the CVRs, robust process, credible valuation, and non-approval risk”.

In making its recommendation “FOR” the Arrangement, Glass Lewis concluded that: “after review, we believe there is adequate cause for shareholders to support the proposed transaction at this time. The Company appears to us to have undertaken a reasonably extensive review process prior to executing the Arrangement Agreement. Notably, the board undertook two broad market checks within roughly the past 18 months, with Future Pak ultimately emerging with the best offer”.

Board Recommends Shareholders Vote FOR the Arrangement

The board of directors of the Company (the “Board”), after careful consideration, and after consulting with outside legal and financial advisors and having taken into account a number of factors and matters it considered relevant, as well as the unanimous recommendation from the special committee of independent directors of the Company, unanimously determined that the Arrangement is in the best interests of the Company and is fair to its Shareholders, and unanimously recommends that Shareholders vote FOR the Arrangement at the special meeting (the “Meeting”) of Shareholders.

Details of the Meeting

Vote Today FOR the Arrangement Resolution

Shareholder Questions and Assistance

Laurel Hill Advisory Group
North American Toll-Free: 1-877-452-7184
Outside North America: 1-416-304-0211
E-mail: assistance@laurelhill.com

About Theratechnologies

Theratechnologies (TSX: TH) (NASDAQ: THTX) is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care. Further information about Theratechnologies is available on its website at www.theratech.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Follow Theratechnologies on LinkedIn and X.

About Future Pak

Forward-Looking Information

This press release contains forward-looking statements and forward-looking information (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”, “if”, “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: the proposed Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement, including the anticipated date for the holding of the Meeting; the reasons for, and the anticipated benefits of, the Arrangement for the Company and its Shareholders; the solicitation of proxies by the Company; the achievement of the CVR milestones and the payout of any additional amounts to holders of CVRs; and other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts.

These Forward-Looking Statements express, as of the date of this press release, the estimates, predictions, projections, expectations, or opinions of the Company about future events or results, as well as other assumptions, both general and specific, that the Company believes are appropriate in the circumstances, including but not limited to assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the required shareholder approval and court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing and the completion of the Arrangement; and other expectations and assumptions concerning the steps required to give effect to the Arrangement. Although the Company believes that the expectations produced by these Forward-Looking Statements are founded on valid and reasonable bases and assumptions, these Forward-Looking Statements are inherently subject to important risks and uncertainties, many of which are beyond the Company’s control, such that actual results may differ significantly from those that are disclosed in or implied by such Forward-Looking Statements. The important risks and uncertainties that may cause the actual results and future events to differ significantly from the expectations currently expressed include, but are not limited to: the possibility that the Arrangement will not be completed on the same terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required shareholder approval and court approval and other conditions to the closing of the Arrangement or for other reasons; the Purchaser’s ability to complete its anticipated debt financing relating to the Arrangement; the failure by the Company to achieve any milestones relating to the CVRs; the uncertainty surrounding the Arrangement could adversely affect the Company’s retention of customers, business partners and key employees; the potential for a third party to make an acquisition proposal; risks related to tax matters; other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement; and general economic conditions, including the potential impact of tariffs.

For further information, please contact:

Theratechnologies Inc.

pdubuc@theratech.com

438-315-6608

communications@theratech.com

514-336-7800

Future Pak

Investors and media may contact media@futurepak.com.

Theratechnologies Announces Availability of EGRIFTA WR™ (tesamorelin) for injection to Reduce Excess Abdominal Fat in Adults with HIV and Lipodystrophy

March 15, 2026

News

Theratechnologies Announces Availability of EGRIFTA WR™ (tesamorelin) for injection to Reduce Excess Abdominal Fat in Adults with HIV and Lipodystrophy

Sep 05, 2025

EGRIFTA WR™ offers convenience of weekly reconstitution and reduced daily injection volume, compared to EGRIFTA SV®

Specialty pharmacies are now ordering EGRIFTA WR™ to fill prescriptions

MONTREAL, Sept. 05, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today announced the availability of EGRIFTA WR™ (tesamorelin) for injection for the reduction of excess abdominal fat in adult patients with HIV and lipodystrophy. The announcement follows the approval of EGRIFTA WR™ by the U.S. Food and Drug Administration (FDA) earlier this year.

“Excess visceral abdominal fat is an increasingly important health concern for people living with HIV, and for the healthcare providers who treat them,” said Christian Marsolais, Ph.D., Senior Vice President and Chief Medical Officer at Theratechnologies. “With EGRIFTA WR™, we aim to simplify the management of excess visceral abdominal fat and enhance users’ experience, as part of our commitment to helping people with HIV live their best lives.”

The new, improved formulation of tesamorelin for injection – the only medication approved in the U.S. for the reduction of excess abdominal fat in adults with HIV who have lipodystrophy – will gradually replace EGRIFTA SV®, the current formulation. Specialty pharmacies are now ordering EGRIFTA WR™ to fill prescriptions for the new formulation. EGRIFTA SV® will continue to be available during a transitional period as managed care plans increasingly provide coverage for EGRIFTA WR™.

EGRIFTA WR™ only needs weekly reconstitution and requires less than half the injection volume as EGRIFTA SV®, which is reconstituted daily. The product is supplied as four single-patient-use vials, each containing 11.6 mg of tesamorelin, sufficient for seven daily injections. The daily dose is 1.28 mg (0.16 mL of the reconstituted solution) injected subcutaneously. EGRIFTA WR™ can be stored at room temperature (20° to 25° C [68° to 77° F]) before and after reconstitution. The EGRIFTA WR™ formulation is patent protected in the U.S. until 2033.

Pharmacokinetic studies have shown bioequivalence of EGRIFTA WR™ to the original F1 formulation of tesamorelin for injection (previously sold under the trade name EGRIFTA®). The most commonly reported adverse reactions of tesamorelin for injection include arthralgia, injection site reactions, pain in extremity, peripheral edema, and myalgia.

Individuals with HIV and lipodystrophy who are currently using EGRIFTA SV® can enroll in the Thera Patient Support® program to help them transition to EGRIFTA WR™ as insurance coverage becomes available. The program, which is offered free of charge, includes a dedicated team of Thera Nurse Navigators who are available to train enrolled patients on the use of EGRIFTA WR™.

“Our goal is to ensure a smooth transition to EGRIFTA WR™ for all eligible patients, and to safeguard their ongoing care,” Dr. Marsolais commented.

Further information about EGRIFTA WR™, including full prescribing information, instructions for use, and important safety information is available here.

Important Safety Information

EGRIFTA WR™ (tesamorelin) for injection is approved in the U.S. for the reduction of excess abdominal fat in HIV-infected adult patients with lipodystrophy. EGRIFTA WR™ is a growth hormone- releasing factor (GHRF) analog that acts on pituitary cells in the brain to stimulate the production and release of endogenous growth hormone.

Limitations of Use:

Long-term cardiovascular safety of EGRIFTA WR™ has not been established. Consider risk/benefit of continuation of treatment in patients who have not had a reduction in visceral adipose tissue.
EGRIFTA WR™ is not indicated for weight loss management as it has a weight- neutral effect.
There are no data to support improved compliance with anti-retroviral therapies in HIV-positive patients taking EGRIFTA WR™.

Contraindications:

Do not use EGRIFTA WR™ if a patient:

Has disruption of the hypothalamic-pituitary axis due to hypophysectomy, hypopituitarism, pituitary tumor/surgery, head irradiation or head trauma.
Has active cancer.
Is allergic to tesamorelin or any of the ingredients in EGRIFTA WR™.
Is pregnant or planning to become pregnant.

The most commonly reported adverse reactions of EGRIFTA WR™ include: arthralgia, injection site reactions, pain in extremity, peripheral edema, and myalgia.

Healthcare providers and patients are encouraged to report adverse events at 1-833-23THERA (1-833-238-4372). You are encouraged to report side effects of prescription drugs to the FDA. Visit http://www.fda.gov/medwatch or call 1-800-FDA-1088.

Refer to this link for the full prescribing information, patient information and instructions for use for EGRIFTA WR™.

About Theratechnologies

Forward-Looking Information

This 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: (i) the convenience of the new formulation of tesamorelin; (ii) the experience of using the new formulation of tesamorelin for patients; and (iii) the replacement of EGRIFTA SV^® with EGRIFTA WR™. 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 contained in this press release. Certain assumptions made in preparing the Forward-Looking Statements include that: (i) the marketplace will accept this new formulation of tesamorelin; (ii) EGRIFTA WR™ will be reimbursed by private and public payors; and (iii) no biosimilar version of tesamorelin will be approved by the FDA. 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 risks and uncertainties include, but are not limited to: (i) patients and physicians do not adopt the new formulation of tesamorelin; and (ii) EGRIFTA WR™ does not get reimbursement coverage from private and/or public payors. The Company refers current and potential investors to the “Risk Factors” section of the Company’s annual information form filed under Form 20-F dated February 26, 2025 available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov 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 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:

communications@theratech.com

1-514-336-7800

Future Pak

Investors and media may contact media@futurepak.com.

Theratechnologies Shareholders Approve Proposed Plan of Arrangement to Be Acquired by Future Pak

March 15, 2026

News

Theratechnologies Shareholders Approve Proposed Plan of Arrangement to Be Acquired by Future Pak

Sep 16, 2025

MONTREAL, Sept. 12, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, is pleased to announce that its shareholders have approved the previously announced plan of arrangement (the “Arrangement”) under Chapter XVI – Division II of the Business Corporations Act (Québec) involving CB Biotechnology, LLC (the “Purchaser”), an affiliate of Future Pak, LLC (“Future Pak”).

At the special meeting of shareholders of Theratechnologies held earlier today, the arrangement resolution was approved by 97.44% of the votes cast by the holders of shares present in person or virtually or represented by proxy at the meeting, and by 97.43% of the votes cast by the holders of shares present in person or virtually or represented by proxy at the meeting, excluding the votes cast by the shareholders required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The proposed arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Superior Court of Québec following the hearing expected to take place on September 16, 2025.

About Theratechnologies

Theratechnologies (TSX: TH) (NASDAQ: THTX) is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care. Further information about Theratechnologies is available on its website at www.theratech.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Follow Theratechnologies on LinkedIn and X.

About Future Pak

Forward-Looking Information

These Forward-Looking Statements express, as of the date of this press release, the estimates, predictions, projections, expectations, or opinions of the Company about future events or results, as well as other assumptions, both general and specific, that the Company believes are appropriate in the circumstances, including but not limited to assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the required court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing and the completion of the Arrangement; and other expectations and assumptions concerning the steps required to give effect to the Arrangement. Although the Company believes that the expectations produced by these Forward-Looking Statements are founded on valid and reasonable bases and assumptions, these Forward-Looking Statements are inherently subject to important risks and uncertainties, many of which are beyond the Company’s control, such that actual results may differ significantly from those that are disclosed in or implied by such Forward-Looking Statements. The important risks and uncertainties that may cause the actual results and future events to differ significantly from the expectations currently expressed include, but are not limited to: the possibility that the Arrangement will not be completed on the same terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required court approval and other conditions to the closing of the Arrangement or for other reasons; the Purchaser’s ability to complete its anticipated debt financing relating to the Arrangement; the failure by the Company to achieve any milestones relating to the CVRs; the uncertainty surrounding the Arrangement could adversely affect the Company’s retention of customers, business partners and key employees; the potential for a third party to make an acquisition proposal; risks related to tax matters; other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement; and general economic conditions, including the potential impact of tariffs.

For further information, please contact:

Theratechnologies Inc.

pdubuc@theratech.com

438-315-6608

Future Pak

Investors and media may contact media@futurepak.com.

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Theratechnologies Announces Completion of Acquisition by Future Pak

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Theratechnologies to Announce Second Quarter 2025 Financial Results

About Theratechnologies

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Media inquiries:

News

Theratechnologies Reports Financial Results for the Second Quarter 2025

Summary of Financial Results

Revenue Summary for Second Quarter and First Half Fiscal 2025 (in thousands of dollars)

Revenue

R&D Expenses

Selling Expenses

General and Administrative Expenses

Net Finance Costs

Income Tax Expense

Net Loss (Profit)

Financial Position, Liquidity and Capital Resources

Reconciliation of Adjusted EBITDA

About Theratechnologies

Non-IFRS and Non-US GAAP

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Contacts:

Investor inquiries:

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News

Theratechnologies Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by CB Biotechnology, an Affiliate of Future Pak

Details of the Arrangement and Receipt of the Interim Order

Board Recommends Shareholders Vote FOR the Arrangement

Support and Voting Agreements and Significant Shareholder Support

Details of the Meeting

Vote Today FOR the Arrangement Resolution

Shareholder Questions and Assistance

About Theratechnologies

About Future Pak

Forward-Looking Information

For further information, please contact:

Theratechnologies Inc.

Future Pak

News

Theratechnologies Announces Independent Proxy Advisor Firms ISS and Glass Lewis Recommend Shareholders Vote “FOR” the Proposed Plan of Arrangement with Future Pak

ISS and Glass Lewis Recommendations

Board Recommends Shareholders Vote FOR the Arrangement

Details of the Meeting

Vote Today FOR the Arrangement Resolution

Shareholder Questions and Assistance

About Theratechnologies

About Future Pak

Forward-Looking Information

For further information, please contact:

Theratechnologies Inc.

Future Pak

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Theratechnologies Announces Availability of EGRIFTA WR™ (tesamorelin) for injection to Reduce Excess Abdominal Fat in Adults with HIV and Lipodystrophy

Important Safety Information

About Theratechnologies

Forward-Looking Information

Contacts:

Future Pak

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Theratechnologies Shareholders Approve Proposed Plan of Arrangement to Be Acquired by Future Pak

About Theratechnologies

About Future Pak

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Theratechnologies Inc.

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