THERATECHNOLOGIES INC.
10.40%
4,801,375
1512717
88338H704
Apr 10, 2025
Apr 11, 2025, 07:30 PM
Reporting Persons (6)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| SOLEUS CAPITAL MASTER FUND, L.P. | Partnership | 10.40% | 4,801,375 | 0 | 4,801,375 |
| SOLEUS CAPITAL, LLC | Other | 10.40% | 4,801,375 | 0 | 4,801,375 |
| SOLEUS CAPITAL GROUP, LLC | Other | 10.40% | 4,801,375 | 0 | 4,801,375 |
| SOLEUS CAPITAL MANAGEMENT, L.P. | Partnership | 10.40% | 4,801,375 | 0 | 4,801,375 |
| SOLEUS GP, LLC | Other | 10.40% | 4,801,375 | 0 | 4,801,375 |
| GUY LEVY | Individual | 10.40% | 4,801,375 | 0 | 4,801,375 |
Disclosure Items (7)
Common Stock
THERATECHNOLOGIES INC.
2015 Peel Street,, Quebec, Z4, H3A 1T8
This statement is a joint filing by Soleus Capital Master Fund, L.P. ("Master Fund"), Soleus Capital, LLC ("Soleus Capital"), Soleus Capital Group, LLC ("SCG"), Soleus Capital Management, L.P. ("SCM"), Soleus GP, LLC ("Soleus GP"), and Mr. Guy Levy (each of the foregoing, individually, a "Reporting Person", and collectively, the "Reporting Persons"). The securities reported in this Amendment are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these securities held directly by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
The principal office and business address of each of the Reporting Persons is 104 Field Point Road, 2nd Floor, Greenwich, CT 06830.
The principal business of the Reporting Persons is to invest in equity and equity-related securities and other securities of any kind or nature, and to make decisions regarding such securities. Mr. Guy Levy is the sole managing member of SCG, Soleus GP and other affiliated investment entities, as well the founder, Chief Executive Officer and Chief Investment Officer of SCM, the investment manager of Master Fund.
The Reporting Persons have not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of Soleus Capital, SCG and Soleus GP is a Delaware limited liability company. SCM is a Delaware limited partnership. Master Fund is a Cayman Islands limited partnership. Mr. Guy Levy is a citizen of the United States.
Item 3 of the original Schedule 13D is hereby incorporated herein by reference.
As of the date of this Amendment, the Reporting Persons beneficially own an aggregate of 4,801,375 shares of Common Stock, representing approximately 10.4% of the outstanding shares of Common Stock (based upon 45,980,019 shares of Common Stock issued and outstanding as of November 30, 2024). All of the shares of Common Stock beneficially owned by the Reporting Persons are held directly by Master Fund. The warrant to purchase up to 387,500 shares of Common Stock at an exercise price of $12.56 per share previously held by Master Fund has expired by its terms.
All of the shares reported in this Amendment are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these securities held directly by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
None of the Reporting Persons has effected any transactions in the Issuer's Common Stock during the 60 days preceding the date of this Amendment.
Under certain circumstances set forth in the limited partnership agreement of Master Fund, the general partner and/or limited partners, as applicable, of Master Fund may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Master Fund.
Not applicable.
Item 6 of the original Schedule 13D is hereby incorporated herein by reference.
1. Joint Filing Agreement, dated April 11, 2025, among the Reporting Persons. 2. Letter dated April 11, 2025 from Soleus Capital Management, L.P. to the Issuer.