Core Points - Theratechnologies Inc. held its annual meeting of shareholders in a virtual-only format and reported the voting results [1] - Shareholders elected candidates to the Board of Directors, appointed KPMG LLP as auditors, and approved a long-term incentive plan [2] Voting Results - Joseph Arena received 20,473,944 votes (84.03% for) with 3,890,222 abstentions (15.97%) [3] - Frank Holler received 19,089,786 votes (78.35% for) with 5,274,380 abstentions (21.65%) [3] - Paul Lévesque received 19,027,772 votes (78.10% for) with 5,336,394 abstentions (21.90%) [3] - Andrew Molson received 19,066,145 votes (78.25% for) with 5,298,021 abstentions (21.75%) [3] - Dawn Svoronos received 18,998,230 votes (77.98% for) with 5,365,936 abstentions (22.02%) [3] - Elina Tea received 19,163,502 votes (78.65% for) with 5,200,664 abstentions (21.35%) [3] - Dale Weil received 19,005,768 votes (78.01% for) with 5,358,398 abstentions (21.99%) [3] - Jordan Zwick received 19,618,725 votes (80.52% for) with 4,745,441 abstentions (19.48%) [3] Company Overview - Theratechnologies is a biopharmaceutical company focused on innovative therapies that aim to redefine standards of care [4]

Core Insights - Theratechnologies Inc. presented two significant studies at the 19th Annual American Conference for the Treatment of HIV, focusing on excess visceral abdominal fat (EVAF) in people with HIV (PWH) [1][2][3] VAMOS Analysis - The VAMOS study revealed that EVAF is linked to reduced muscle quality in aging PWH, with a prevalence of 58% among 170 participants [5] - Muscle quality declines with age (r= -0.465; p<0.0001) but is not significantly correlated with body mass index (BMI) (r= -0.118; p=0.124) [5] - Increased visceral fat correlates strongly with lower skeletal muscle quality (r= -0.445; p<0.0001), suggesting it may exacerbate age-related functional decline [5] Tesamorelin/GLP-1 RA Case Series - A case series demonstrated the effectiveness of combining tesamorelin and GLP-1 receptor agonists (RAs) in treating EVAF in PWH, with a mean waist circumference reduction of 1.3 inches [7] - After at least six months of combination therapy, patients experienced mean reductions in weight (-13 pounds), BMI (-2.2 kg/m²), and waist circumference (-3.4 inches), with six out of seven patients meeting their metabolic and body composition goals [7] - This is the first report of dual use of tesamorelin and GLP-1 RAs in PWH, highlighting their complementary mechanisms [7][8]

Core Insights - Theratechnologies (NASDAQ: THTX) shares are trading at approximately $2.52 as of April 18, 2025, despite an unsolicited proposal from Future Pak valuing the company between $3.51 and $4.50 per share [1] Company Summary - The current share price of Theratechnologies is significantly lower than the valuation proposed by Future Pak, indicating a potential investment opportunity [1]

Core Viewpoint - Theratechnologies Inc. is evaluating the potential sale of the company following a proposal from Future Pak, with a special committee overseeing the process [1][2] Group 1: Company Overview - Theratechnologies is a commercial-stage biopharmaceutical company focused on innovative therapies that aim to redefine standards of care [3] Group 2: Board and Committee Actions - The Board of Directors has authorized a special committee of independent directors to oversee the evaluation of the potential sale [1] - The special committee has engaged multiple advisors, including Barclays, Fasken, Raymond James, and Norton Rose Fulbright, to assist in the process [1] Group 3: Ongoing Operations - Despite ongoing discussions regarding the potential sale, the company reassures stakeholders that operations will continue as normal [2]

Core Viewpoint - Theratechnologies Inc. is currently in discussions regarding a potential acquisition by Future Pak, LLC, with a special committee formed to evaluate the proposals and ensure the best interests of the Company and its stakeholders are met [1][2]. Group 1: Acquisition Proposals - Future Pak has conducted extensive due diligence on Theratechnologies and negotiations for a definitive agreement are ongoing [1]. - A "go shop" provision is expected to be included in any definitive agreement, allowing Theratechnologies to engage with other potential acquirers after the agreement is signed [1]. - The Company received an unsolicited non-binding acquisition proposal from Future Pak in August 2024, which was rejected due to unattractive terms [6]. Group 2: Special Committee and Advisors - A special committee of independent directors has been established to review acquisition proposals and determine the best course of action [2]. - The special committee is being advised by Barclays Capital Inc. as a financial advisor and Fasken Martineau DuMoulin LLP as external legal counsel [2]. Group 3: Future Engagements - Future Pak's proposals were made without completing due diligence beyond publicly available information, and the Company has indicated that Future Pak will have future opportunities to engage [6]. - The Company does not intend to provide further updates on the acquisition discussions to allow the special committee to focus on its mandate [3].

Core Viewpoint - Theratechnologies Inc. is currently in discussions with Future Pak, LLC regarding a potential acquisition, with a special committee formed to evaluate the proposals and ensure the best interests of the Company and its stakeholders are prioritized [1][2]. Group 1: Acquisition Proposals - Future Pak has conducted extensive due diligence on Theratechnologies and negotiations for a definitive agreement are ongoing [1]. - A "go shop" provision is expected to be included in any definitive agreement, allowing Theratechnologies to engage with other potential acquirers after the agreement is signed [1]. - The Company received an unsolicited non-binding acquisition proposal from Future Pak in August 2024, which was rejected due to unattractive terms [6]. Group 2: Special Committee and Advisors - A special committee of independent directors has been established to review acquisition proposals and determine the best course of action for the Company [2]. - The special committee is being advised by Barclays Capital Inc. as a financial advisor and Fasken Martineau DuMoulin LLP as external legal counsel [2]. Group 3: Future Engagements - Future Pak's proposals were made without completing due diligence beyond publicly available information, and the Company has indicated that Future Pak will have future opportunities to engage with them [6]. - The Company does not intend to provide further updates on the acquisition discussions to allow the special committee to focus on its mandate [3].

Financial Data and Key Metrics Changes - Total revenues for Q1 2025 reached $19 million, representing a 17% growth from the same period last year [10] - Adjusted EBITDA for Q1 2025 was $2.3 million, compared to an adjusted EBITDA loss of $247,000 in the same period last year [28] - The last 12 months adjusted EBITDA figure stands at $22.7 million on LTM sales of approximately $89 million, resulting in a margin of over 25% [28] Business Line Data and Key Metrics Changes - Net sales of EGRIFTA SV reached $13.9 million in Q1 2025, a 45% increase year-over-year from $9.6 million [30] - Trogarzo net sales in Q1 2025 amounted to $5.2 million, a decrease of 22% from $6.7 million in the same quarter last year [31] - Cost of goods sold decreased to $3.5 million from $5.3 million in the same quarter last year [32] Market Data and Key Metrics Changes - New enrollments for EGRIFTA SV were up 15% in Q1 2025 compared to the previous year, indicating a growing patient base [16] - The company experienced a temporary drug shortage that impacted sales, resulting in an estimated loss of $10 million in revenue [30] Company Strategy and Development Direction - The company is focusing on increasing the bottom line and is committed to prudent spending while expanding its portfolio through acquisitions and in-licensing of late-stage products [22][23] - The strategic priority is to find products that can drive meaningful synergies with the current infrastructure [23] - The company is preparing for the launch of olezarsen and donidalorsen in Canada later this year [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of the EGRIFTA franchise, citing increased recognition of excess visceral abdominal fat (EVAF) as a serious health condition [11][56] - The company anticipates continued growth in enrollments and patient numbers, indicating robust demand for its products [58] - Management is closely monitoring the impact of tariffs but does not foresee significant implications for its products [26][70] Other Important Information - The company has mapped out its supply chains in light of potential tariffs and does not expect significant impacts on its operations [26] - The transition from EGRIFTA SV to EGRIFTA WR is planned for early 2026, with a focus on ensuring a seamless process [52] Q&A Session Summary Question: Are you looking for new products in the same therapeutic areas? - The company aims to focus on late-stage products with a high chance of success and synergies with existing infrastructure [41][42] Question: How do you plan to facilitate the transition from EGRIFTA SV to EGRIFTA WR? - The transition will be carefully orchestrated to ensure payers are ready to reimburse the new product, with a planned six-month transition period [52] Question: Why is it taking so long for Trogarzo sales to stabilize? - The company is experiencing a loss of existing patients due to previous higher enrollments, but new enrollments are showing positive growth [64] Question: Do you foresee any tariff impacts on Trogarzo or Ionis products? - The company does not anticipate issues with Trogarzo due to transfer pricing and does not see risks for Ionis products manufactured in Europe [67][68] Question: What is the status of the NASH program? - The company is opportunistic regarding potential partnerships in the NASH space but is not currently focused on this area [72]

Financial Performance - Revenue for the three-month period ended February 28, 2025, was $19,047,000, representing a 17.4% increase from $16,247,000 in the same period of 2024[4] - The net profit for the period was $117,000, a significant improvement compared to a net loss of $4,481,000 in the prior year[4] - For the three-month period ended February 28, 2025, the Company generated a net profit of $117, compared to a net loss of $4,481 in the same period of 2024[17] - Revenue from the primary customer, RxCrossroads, was $19,047 for the three-month period ended February 28, 2025, up from $16,169 in 2024[70] Operating Expenses - Operating expenses decreased to $17,152,000 in Q1 2025 from $18,493,000 in Q1 2024, a reduction of approximately 7.2%[4] - Research and development expenses were $2,969,000, a decrease from $3,752,000 in the previous year, reflecting a reduction of 20.8%[4] - The company recorded share-based compensation expense of $646 for the three-month period ended February 28, 2025, down from $689 in 2024[56] - Non-refundable tax credits of $185 were recorded against research and development expenses for the three months ended February 28, 2025, compared to $0 in 2024[59] - Total refundable and non-refundable research and development tax credits recorded for the three months ended February 28, 2025 were $194, an increase from $32 in 2024[60] Assets and Liabilities - Total assets increased to $56,451,000 as of February 28, 2025, up from $53,340,000 as of November 30, 2024, reflecting a growth of 3.95%[3] - Current liabilities decreased to $35,149,000 from $36,861,000, a decline of approximately 4.6%[3] - The company reported a total equity of $(24,467,000) as of February 28, 2025, an improvement from $(25,272,000) as of November 30, 2024[3] - As of February 28, 2025, the Company had cash of $3,905 and working capital of $2,668, with an accumulated deficit of $416,770[17] Cash Flow - The company generated cash flows from operating activities of $2,457,000, compared to cash outflows of $3,129,000 in the prior year[8] - The Company experienced negative cash flows from operating activities of $9,744 for the three-month period ended February 28, 2025, compared to $1,708 in 2024[17] - The Company expects its existing cash and cash equivalents, along with cash generated from operations, to be sufficient to fund operating expenses for at least the next 12 months[16] Debt and Financing - The company issued long-term debt amounting to $5,000,000 during the period, contributing to financing activities[8] - Total long-term debt as of February 28, 2025, is $45,089,000, compared to $40,939,000 as of February 29, 2024, representing an increase of 10.5%[40] - The TD Term Loan has a face value of $25,000,000 with an interest rate of 7.17%, maturing on November 27, 2027, and includes a $20,000,000 accordion feature[40] - The IQ Term Loan has a face value of $15,000,000 with an interest rate of 11.45%, maturing on May 27, 2028[45] - As of February 28, 2025, the Company drew $5,000,000 from the TD Revolver to fund working capital[40] Regulatory and Product Development - The FDA approved the supplemental Biologics License Application for the F8 formulation of tesamorelin, which will be commercialized as EGRIFTA WR™, expected to launch in Q3 2025[20] - The Company filed a Prior Approval Supplement with the FDA on December 18, 2024, to resume distribution of EGRIFTA SV® after a temporary supply disruption[18] - The Company has entered into an agreement with Ionis Pharmaceuticals to license two investigational RNA-targeted medicines, with an initial payment of $10,000 and potential milestone payments up to $12,750[35] - The Company plans to transition from EGRIFTA SV® to EGRIFTA WR™, which is critical for meeting Adjusted EBITDA covenants[21] Stock and Options - As of February 28, 2025, the Company has 5,026,208 stock options outstanding, with a weighted average exercise price of CAD 4.98[53] - The Company has a total of 2,128,406 options available for grant under the stock option plan as of February 28, 2025[52] - The company expects to grant stock options with a fair value of $1,781 in 2025, with a planned issuance price of CA$2.40 and US$1.65[56] Compliance and Covenants - The Company was in compliance with all financial covenants as of February 28, 2025[46] - The TD Credit Agreement restricts the ability to incur additional debt and make acquisitions, except in limited circumstances[42] Fair Value and Tax - The company has determined that the carrying values of its short-term financial assets and liabilities approximate their fair value due to their short maturity[65] - The effective tax rate may differ from management's estimate due to expectations of generating taxable income in fiscal 2025[58]

Core Insights - Theratechnologies reported a total revenue of $19 million for Q1 2025, reflecting a year-over-year growth of 17% [2][15][30] - The company achieved a net profit of $117,000, a significant improvement from a net loss of $4.48 million in Q1 2024 [30][34] - EGRIFTA SV® net sales increased by 44.8% to $13.88 million, while Trogarzo® sales decreased by 22.4% to $5.17 million [2][18] Financial Performance - Total revenue for Q1 2025 was $19,047,000 compared to $16,247,000 in Q1 2024, marking a 17.2% increase [15] - EGRIFTA SV® sales reached $13,880,000, up from $9,586,000 in the previous year, driven by higher unit sales and pricing [16] - Trogarzo® sales fell to $5,167,000 from $6,661,000, primarily due to lower unit sales [18] Recent Developments - The FDA approved EGRIFTA WR™ on March 25, 2025, which is expected to enhance the company's product offerings for treating excess visceral abdominal fat in adults with HIV [3][37] - The company resumed distribution of EGRIFTA SV® on February 14, 2025, following a temporary supply disruption due to a manufacturing shutdown [9][36] - The approval of the Prior Approval Supplement (PAS) for EGRIFTA SV® on April 7, 2025, allows for regular distribution without further FDA authorization [10][37] Research and Development - R&D expenses decreased by 21.2% to $2,969,000 in Q1 2025, attributed to lower spending on life-cycle management and oncology programs [22] - The company presented data at CROI highlighting the limitations of BMI in assessing cardiovascular risk in people with HIV [11] Guidance and Outlook - The company estimates FY2025 revenue to be between $80 million and $83 million, considering the impact of the supply disruption and the new product launch [13] - Adjusted EBITDA for Q1 2025 was $2,321,000, a significant improvement from a loss of $247,000 in the same period last year [28]

Core Insights - The FDA has approved Theratechnologies' Prior Approval Supplement (PAS) for EGRIFTA SV®, allowing unrestricted distribution and removing previous supply uncertainties [1][2][3] - The new formulation, EGRIFTA WR™, has also been approved by the FDA and is set to replace EGRIFTA SV® in the U.S. market [2][3] Company Overview - Theratechnologies Inc. is a commercial-stage biopharmaceutical company focused on innovative therapies, particularly for HIV-related conditions [1][8] - The company aims to improve patient experience with the new EGRIFTA WR™ formulation, which is designed to be more convenient [3] Product Information - EGRIFTA SV® (tesamorelin for injection) is the only FDA-approved treatment for reducing excess abdominal fat in adults with HIV and lipodystrophy [1][3] - Tesamorelin acts as a growth hormone-releasing factor (GHRF) analog, stimulating the production and release of endogenous growth hormone [3] Regulatory Developments - The approval of the PAS eliminates the need for discretionary product release, enabling the company to resume regular distribution of EGRIFTA SV® [2] - The transition to EGRIFTA WR™ is anticipated to enhance patient compliance and overall treatment experience [3]