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SCHEDULE Filed 2025-04-11 Event 2025-04-11 SEC 0001213900-25-031218 →

Soleus Capital Master Fund, L.P. Theratechnologies Inc.

Stake: 10.40% Shares: 4,801,375 CUSIP: 88338H704 Class: Common Stock

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 exploration of 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. On April 11, 2025, Future Pak, LLC ("Future Pak") issued a press release (the "Future Pak Press Release") whereby it announced that it has submitted two formal proposals since January 2025 to acquire all of the outstanding shares of the Common Stock of the Issuer, the most recent of which, which remains open for consideration by the Issuer, offers a cash consideration of $3.51 to $4.50 per share, representing a premium of at least 163% to the closing price on April 10, 2025. Following the issuance of the Future Pak Press Release, the Reporting Persons sent a letter to the Board expressing the belief that an acquisition of the Issuer is in the best interests of the Issuer's securities, and urging the Issuer to engage with Future Pak to pursue the offer. A copy of the letter is attached hereto as Exhibit 2. 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, its business and its 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.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
1 13D/G filings on this issuer
0 other filings besides this one
Filer Track Record
2 filings by this filer
1 other filing in the data moat
Short Interest
Not in latest FINRA snapshot

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