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Theratechnologies Announces Renewal of Shelf Prospectus and Filing of Registration Statement

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Theratechnologies Inc. (THTX) filed a preliminary short form base shelf prospectus with Canadian securities regulatory authorities and a shelf registration statement with the SEC, to restore its original financing capacity. The filings provide for potential offerings of up to US$100,000,000 of various securities over a 25-month period, aiming to take advantage of favorable market conditions.
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The announcement by Theratechnologies Inc. regarding the filing of a preliminary short form base shelf prospectus and a corresponding shelf registration statement signifies a strategic move to bolster the company's financial flexibility. This action allows the company to issue various types of securities up to an aggregate of US$100,000,000 over a 25-month period, which can be pivotal for funding ongoing research, development and potential commercialization of its biopharmaceutical products.

From a financial standpoint, the ability to access capital markets efficiently is crucial for biopharmaceutical firms, especially those engaged in the development of innovative therapies which often require substantial investment before yielding revenue. This financial maneuver can be interpreted as a preparatory step for potential capital raises that can be executed swiftly when market conditions are deemed favorable by the company, minimizing funding delays and potentially reducing costs associated with more traditional fundraising methods.

Investors and stakeholders should note that the actual impact of this filing will depend on the company's ability to capitalize on favorable market conditions and the subsequent terms of any offerings. The use of the funds raised will be a determinant in assessing the potential for value creation or dilution of existing equity.

Theratechnologies' filing with the securities regulatory authorities in Canada and the SEC in the United States is a legal procedure that provides the company with a regulatory framework for future securities offerings. The shelf registration, once effective, will allow for a more expeditious process of capital raising as it eliminates the need for separate registration statements for each offering.

Legally, this approach requires the company to prepare a prospectus supplement that will offer details specific to each securities offering at the time of sale. Potential investors should be attentive to these supplements as they contain critical information regarding the specifics of the securities being offered, including risks, pricing and use of proceeds.

The flexibility afforded by this filing is particularly important for biopharmaceutical companies facing the unpredictable nature of drug development, where the ability to secure funding on short notice can be a competitive advantage.

In the context of the biopharmaceutical industry, Theratechnologies' move to file for a base shelf prospectus is a common strategic initiative. The industry is characterized by high research and development costs, long product development cycles and regulatory hurdles. Access to capital is therefore a critical component for sustaining operations and pursuing growth opportunities.

An analysis of the industry's funding patterns reveals that shelf offerings provide a mechanism for companies to quickly respond to positive clinical trial results, strategic partnership opportunities, or favorable market conditions. The timing of such offerings is often aligned with these events to maximize investor interest and the potential raise.

It is important for stakeholders to consider the potential dilutive effect of issuing new securities, which could impact the value of existing shares. However, if the capital is deployed effectively towards value-generating projects, the long-term benefits could outweigh the initial dilution.

MONTREAL, Dec. 21, 2023 /PRNewswire/ - 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 filed a preliminary short form base shelf prospectus with the securities regulatory authorities of all the provinces of Canada and a corresponding shelf registration statement with the United States Securities and Exchange Commission (the "SEC") on Form F-3.

The filing is made for the purpose of restoring the original financing capacity which was available to Theratechnologies under its previous base shelf prospectus dated December 14, 2021 expiring on January 14, 2024.

Once the Canadian securities regulatory authorities have issued a receipt for the final short form base shelf prospectus and the shelf registration statement becomes effective, these filings will, subject to securities regulatory requirements, provide for the potential offering in Canada and the United States of up to an aggregate of US$100,000,000 of common shares, preferred shares, subscription receipts, warrants, debt securities and units from time to time over a 25-month period. These filings are intended to give the Company the flexibility to take advantage of financing opportunities when market conditions are favourable. The terms of such future offerings, if any, will be established at the time of such offerings. At the time any of the securities covered by these filings are offered for sale, a prospectus supplement containing specific information about the terms of any such offering will be filed with applicable Canadian securities regulatory authorities and the SEC.

The shelf registration statement filed with the SEC has not yet become effective. No securities may be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of, securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

A copy of the preliminary base shelf prospectus will be available on our SEDAR+ profile at www.sedarplus.ca and a copy of the corresponding shelf registration statement is available on EDGAR at www.sec.gov. Alternatively, a copy of such documents is available upon request by contacting the Company's Corporate Secretary at 2015 Peel Street, Suite 1100, Montreal, Quebec, Canada, H3A 1T8, telephone: (514) 336-7800.

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 Information

This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and forward-looking information under applicable Canadian securities laws (such forward-looking statements and forward-looking information are collectively referred to herein as "forward-looking statements"), 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 the offer and sale of securities.

We refer potential investors to the "Risk Factors" section of our annual information form dated February 27, 2023 available on SEDAR+ at www.sedarplus.ca 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 for additional risks regarding the conduct of our business and Theratechnologies. 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.

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SOURCE Theratechnologies Inc.

FAQ

What did Theratechnologies announce in its recent filing?

Theratechnologies Inc. (THTX) announced the filing of a preliminary short form base shelf prospectus with Canadian securities regulatory authorities and a shelf registration statement with the SEC to restore its original financing capacity.

What is the purpose of the filings by Theratechnologies?

The filings by Theratechnologies provide for potential offerings of up to US$100,000,000 of common shares, preferred shares, subscription receipts, warrants, debt securities, and units over a 25-month period, aiming to take advantage of favorable market conditions.

What is the duration of the potential offerings mentioned in the filings by Theratechnologies?

The potential offerings mentioned in the filings by Theratechnologies are intended to be made over a 25-month period.

What type of securities can be offered by Theratechnologies as per the filings?

Theratechnologies can potentially offer common shares, preferred shares, subscription receipts, warrants, debt securities, and units as per the filings.

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