UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.)
THERATECHNOLOGIES
INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
88338H704
(CUSIP
Number)
Soleus
Capital Master Fund, L.P.
104
Field Point Road, 2nd Floor
Greenwich,
CT 06830
Attn:
Steven J. Musumeci
(475)
208-3178
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November
27, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
NAME OF REPORTING PERSONS
SOLEUS
CAPITAL MASTER FUND, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
5,188,876
(1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
5,188,876
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,188,876
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% |
14 |
TYPE
OF REPORTING PERSON
FI |
| (1) | Includes a presently exercisable warrant to purchase up to
387,500 shares of the common stock, no par value per share, of the Issuer (“Common Stock”), at an exercise price of $12.56
per share. |
1 |
NAME OF REPORTING PERSONS
SOLEUS
CAPITAL, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
5,188,876
(1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
5,188,876
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,188,876
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% |
14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | Includes a presently exercisable warrant to purchase up to
387,500 shares of Common Stock at an exercise price of $12.56 per share. |
1 |
NAME OF REPORTING PERSONS
SOLEUS
CAPITAL GROUP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
5,188,876
(1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
5,188,876
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,188,876
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% |
14 |
TYPE
OF REPORTING PERSON
OO |
| (1) | Includes
a presently exercisable warrant to purchase up to 387,500 shares of Common Stock at an exercise price of $12.56 per share. |
1 |
NAME OF REPORTING PERSONS
GUY
LEVY |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
5,188,876
(1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
5,188,876
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,188,876
(1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% |
14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Includes a presently exercisable warrant to purchase up to
387,500 shares of Common Stock at an exercise price of $12.56 per share. |
EXPLANATORY NOTE
This Schedule 13D supersedes the Schedule 13G
as originally filed in February 23, 2021 and as last amended by Amendment No. 3 filed on February 14, 2023, filed by Soleus Capital Master
Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC and Mr. Guy Levy (collectively, the “Reporting Persons”),
relating to the shares of the common stock, no par value per share, of Theratechnologies Inc., a corporation existing under the laws of
the Province of Quebec, Canada. This Schedule 13D is being filed because the Reporting Persons may no longer qualify to file on Schedule
13G.
Item 1. Security and Issuer.
The title of the class of equity securities to
which this statement relates is the common stock, no par value per share, (“Common Stock”), of Theratechnologies Inc.,
a corporation existing under the laws of the Province of Quebec, Canada (the “Issuer”). The address of the principal
executive offices of the Issuer is 2015 Peel Street, Suite 1100 Montréal, Québec H3A 1T8, Canada. Information given in response
to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
(a) This statement is a joint filing by Soleus
Capital Master Fund, L.P. (“Master Fund”), Soleus Capital, LLC (“Soleus Capital”), Soleus Capital
Group, LLC (“Soleus Capital Group”), and Mr. Guy Levy (each of the foregoing, individually, a “Reporting Person”,
and collectively, the “Reporting Persons”).
Soleus Capital is the sole general partner of
Master Fund. Soleus Capital Group is the sole managing member of Soleus Capital. Mr. Guy Levy is the sole managing member of Soleus Capital
Group. Soleus Capital holds voting and dispositive power over the shares held by Master Fund. Each of Mr. Guy Levy, Soleus Capital Group
and Soleus Capital disclaims beneficial ownership of the securities held directly by Master Fund, and this filing shall not be deemed
an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests
therein.
(b) The principal office and business address
of the Reporting Persons is 104 Field Point Road, 2nd Floor, Greenwich, CT 06830.
(c) The principal business of the Reporting Persons
is to invest in equity and equity-related securities and other securities of any kind or nature. Mr. Guy Levy is the sole managing member
of Soleus Capital Group and other affiliated investment entities, as well the founder, Chief Executive
Officer and Chief Investment Officer of Soleus Capital Management, L.P., the investment manager of Master Fund.
(d) and (e) 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.
(f) Each of Soleus Capital and Soleus Capital
Group is a Delaware limited liability company. Master Fund is a Cayman Islands limited partnership. Mr. Guy Levy is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
On October 31, 2023, in connection with the closing
of the underwritten public offering of an aggregate of 12,500,000 shares of Common Stock pursuant to the terms and conditions of an underwriting
agreement dated October 25, 2023 by and among the Issuer, Cantor Fitzgerald & Co. and Cantor Fitzgerald Canada Corporation (the “Public
Offering”), Master Fund purchased an aggregate of 2,470,000 shares of Common Stock for an aggregate purchase price of $2,470,000
(or $1.00 per share of Common Stock).
On January 19, 2021, in connection with the closing
of a public offering of an aggregate of 4,181,975 units for aggregate gross proceeds to the Issuer of $46,001,725, Master Fund purchased
an aggregate of 775,000 shares of Common Stock and a warrant to purchase up to 387,500 shares of Common Stock (at an exercise price of
$12.56 per share) for an aggregate purchase price of $8,525,000.
In addition to the foregoing purchases of Common
Stock, Master Fund has purchased an aggregate of 1,556,376 shares of Common Stock in open market transactions for an aggregate purchase
price of $16,026,396.
The sources of funds used for the above described
purchases was the working capital of Master Fund or its affiliates. None of the funds used in connection with such purchases were borrowed
by the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the shares of
Common Stock beneficially owned by the Reporting Persons (the “Shares”) for general investment purposes based on their
belief that the Shares, when purchased, represented an attractive investment opportunity. The Reporting Persons may, from time to time,
depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer,
dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments
in the Issuer.
The Reporting Persons have engaged, and intend
to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management team
regarding the Reporting Persons’ investment in the Issuer and opportunities to enhance stockholder value, including the potential
appointment to the Board of a candidate designated by the Reporting Persons and the engagement of an investment bank to help the Issuer
explore strategic transactions that may involve the sale by the Issuer of some or all of its assets and/or a change of control of the
Issuer.
The Reporting Persons intend to review their investment
in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the
Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities
available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated
transactions or otherwise.
The Reporting Persons have no present plan or
proposal that relates to or would result in any other action specified in clauses (a) through (j) of Item 4 of Schedule 13D except as
set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons
beneficially own an aggregate of 5,188,876 shares of Common Stock, representing approximately 10.5% of the outstanding shares of Common
Stock (based upon 49,201,835 shares of Common Stock issued and outstanding as of November 27, 2023). The shares of Common Stock beneficially
owned by the Reporting Persons include a presently exercisable warrant to purchase up to 387,500 shares of Common Stock at an exercise
price of $12.56 per share. All of the shares of Common Stock beneficially owned by the Reporting Persons are held directly by Master Fund.
(b) Soleus Capital is the sole general partner
of Master Fund, Soleus Capital Group is the sole managing member of Soleus Capital, and Mr. Guy Levy is the sole managing member of Soleus
Capital Group. In such capacities, Soleus Capital, Soleus Capital Group and Mr. Guy Levy have the shared power to vote or to direct the
vote, and to dispose or to direct the disposition of, all of the securities held by Master Fund that are reported herein. However, each
of Mr. Guy Levy, Soleus Capital Group and Soleus Capital disclaims beneficial ownership of the securities held directly by Master Fund,
and this filing shall not be deemed an admission that they are the beneficial owners of such shares for purposes of Section 13(d) of the
Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.
(c) Other than the purchase of 2,470,000 shares
of Common Stock by Master Fund for an aggregate purchase price of $2,470,000 (or $1.00 per share of Common Stock) in connection with the
Public Offering, which Public Offering closed on October 31, 2023, the Reporting Persons have not effected any transactions in the Common
Stock in the last 60 days.
(d) 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 of which they
are a partner.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of Issuer.
Other than the Joint Filing Agreement attached
as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power or investment power over such securities.
Item 7. Materials to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 28, 2023
|
SOLEUS CAPITAL MASTER FUND, L.P. |
|
|
|
|
By: |
Soleus Capital, LLC, |
|
|
Its General Partner |
|
|
|
|
By: |
Soleus Capital Group, LLC, |
|
|
Its Managing Member |
|
|
|
|
By: |
/s/ Guy Levy |
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
|
SOLEUS CAPITAL, LLC |
|
|
|
|
By: |
Soleus Capital Group, LLC, |
|
|
Its Managing Member |
|
|
|
|
By: |
/s/ Guy Levy |
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
|
SOLEUS CAPITAL GROUP, LLC |
|
|
|
|
By: |
/s/ Guy Levy |
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
|
/s/ Guy Levy |
|
Guy Levy |
9
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of
a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. It is understood and agreed that each of the persons named below
is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein, but such person is not responsible for the completeness or accuracy of information concerning
the other person(s) unless such person knows or has reason to believe that such information is inaccurate.
Date: November 28, 2023
|
SOLEUS CAPITAL MASTER FUND, L.P. |
|
|
|
|
By: |
Soleus Capital, LLC, |
|
|
Its General Partner |
|
|
|
|
By: |
Soleus Capital Group, LLC, |
|
|
Its Managing Member |
|
|
|
|
By: |
/s/ Guy Levy |
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
|
SOLEUS CAPITAL, LLC |
|
|
|
|
By: |
Soleus Capital Group, LLC, |
|
|
Its Managing Member |
|
|
|
|
By: |
/s/ Guy Levy |
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
|
SOLEUS CAPITAL GROUP, LLC |
|
|
|
|
By: |
/s/ Guy Levy |
|
Name: |
Guy Levy |
|
Title: |
Managing Member |
|
|
|
|
/s/ Guy Levy |
|
Guy Levy |
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