SEC Filing | Theratechnologies Inc.

THERATECHNOLOGIES INC.

/s/ Luc Tanguay

Name: Luc Tanguay

Title: Senior Executive Vice President

and Chief Financial Officer

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Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2012

Commission File Number 001-35203

THERATECHNOLOGIES INC.

(Translation of registrant’s name into English)

2310 Alfred-Nobel Boulevard

Montréal, Québec, Canada

H4S 2B4

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨ Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

THERATECHNOLOGIES INC.


Exhibit		Description

99.1		Unaudited Interim Consolidated Financial Statements for the six-month periods ended May 31, 2012 and May 31, 2011

99.2		Management’s Discussions and Analysis for the three-month and six-month periods ended May 31, 2012

99.3		Press Release Dated July 12, 2012

99.4		Canadian Form 52-109F2 Certification of Interim Filings - CEO

99.5		Canadian Form 52-109F2 Certification of Interim Filings - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 12, 2012

Exhibit 99.1

Exhibit 99.1

Consolidated Financial Statements of

(Unaudited)

THERATECHNOLOGIES INC.

Six-month periods ended May 31, 2012 and 2011

THERATECHNOLOGIES INC.

Consolidated Financial Statements

(Unaudited)

Six-month periods ended May 31, 2012 and 2011


Financial Statements

Consolidated Statements of Financial Position			1

Consolidated Statements of Comprehensive Income			2

Consolidated Statements of Changes in Equity			3

Consolidated Statements of Cash Flows			5

Notes to the Consolidated Financial Statements			6

THERATECHNOLOGIES INC.

Consolidated Statements of Financial Position

(Unaudited)

As at May 31, 2012 and November 30, 2011

(in thousands of Canadian dollars)


	Note			May 31, 2012			November 30, 2011
				$			$
Assets

Current assets:
Cash					1,042			2,559
Bonds					161			752
Trade and other receivables		5			1,200			1,784
Tax credits and grants receivable					517			346
Inventories		6			14,209			10,332
Prepaid expenses					1,750			2,308
Derivative financial assets		8	(a)		418			347

Total current assets					19,297			18,428

Non-current assets:
Bonds					22,797			33,476
Property and equipment					775			969

Total non-current assets					23,572			34,445

Total assets					42,869			52,873

Liabilities

Current liabilities:
Accounts payable and accrued liabilities		7			4,200			7,129
Provisions		9	(b)		824			52
Derivative financial liabilities					18			16
Current portion of deferred revenue					4,285			4,279

Total current liabilities					9,327			11,476

Non-current liabilities:
Provisions		9	(b)		3,227			—
Other liabilities					364			775
Deferred revenue					2,139			4,279

Total non-current liabilities					5,730			5,054

Total liabilities					15,057			16,530

Equity
Share capital					280,872			280,488
Contributed surplus					8,230			8,242
Deficit					(261,747	)		(252,846	)
Accumulated other comprehensive income					457			459

Total equity					27,812			36,343

Contingent liability		10
Commitments		11

Total liabilities and equity					42,869			52,873

See accompanying notes to unaudited consolidated financial statements.

THERATECHNOLOGIES INC.

Consolidated Statements of Comprehensive Income

(Unaudited)

Periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)


				May 31						May 31
	Note			2012			2011			2012			2011
				(3 months)						(6 months)
				$			$			$			$
Revenue:
Sale of goods					856			2,005			2,135			3,803
Research services:
Upfront payments and initial technology access fees					1,069			1,284			2,139			2,995
Royalties and license fees					731			194			1,572			203

Total revenue					2,656			3,483			5,846			7,001

Cost of sales		4			692			2,562			2,029			5,157
Research and development expenses, net of tax credits of $88 (2011 - $165) for the three-month period and $171 (2011 - $318) for the six-month period					1,410			3,072			2,723			6,065
Selling and market development expenses					256			569			517			1,046
General and administrative expenses					1,795			3,695			3,838			6,910
Restructuring costs		9	(b)		115			—			6,173			—

Total operating expenses					4,268			9,898			15,280			19,178


Results from operating activities					(1,612	)		(6,415	)		(9,434	)		(12,177	)

Finance income					241			455			518			827
Finance costs					(51	)		(12	)		16			(589	)

Total net finance income					190			443			534			238

Net loss before income taxes					(1,422	)		(5,972	)		(8,900	)		(11,939	)

Income tax recovery (expense)					5			31			(1	)		66

Net loss					(1,417	)		(5,941	)		(8,901	)		(11,873	)


Other comprehensive income (loss), net of tax:
Net change in fair value of available-for-sale financial assets, net of tax					83			264			90			(60	)
Net change in fair value of available-for-sale financial assets transferred to net loss, net of tax					(46	)		(70	)		(92	)		(86	)

					37			194			(2	)		(146	)

Total comprehensive loss for the period					(1,380	)		(5,747	)		(8,903	)		(12,019	)

Basic and diluted loss per share		8	(c)		(0.02	)		(0.10	)		(0.15	)		(0.20	)

See accompanying notes to unaudited consolidated financial statements.

THERATECHNOLOGIES INC.

Consolidated Statements of Changes in Equity

(Unaudited)

Six-month period ended May 31, 2012

(in thousands of Canadian dollars)


	Note			Share capital				Contributed surplus			Unrealized gains or losses on available- for-sale financial assets⁽ⁱ⁾			Deficit			Total
	Note			Number		Dollars		Contributed surplus						Deficit			Total
						$		$			$			$			$
Balance as at November 30, 2011					60,865,266		280,488		8,242			459			(252,846	)		36,343

Total comprehensive loss for the period:
Net loss					—		—		—			—			(8,901	)		(8,901	)
Other comprehensive loss:
Net change in fair value of available-for-sale financial assets, net of tax					—		—		—			90			—			90
Net change in fair value of available-for-sale financial assets transferred to net loss, net of tax					—		—		—			(92	)		—			(92	)

Total comprehensive loss for the period					—		—		—			(2	)		(8,901	)		(8,903	)


Transactions with owners, recorded directly in equity:
Share-based compensation plan:
Share-based compensation for stock option plan		8	(b)		—		—		129			—			—			129
Exercise of stock options:
Monetary consideration		8	(b)		145,337		243		—			—			—			243
Attributed value		8	(b)		—		141		(141	)		—			—			—

Total contributions by owners					145,337		384		(12	)		—			—			372

Balance as at May 31, 2012					61,010,603		280,872		8,230			457			(261,747	)		27,812

⁽ⁱ⁾	Accumulated other comprehensive income.

See accompanying notes to unaudited consolidated financial statements.

THERATECHNOLOGIES INC.

Consolidated Statement of Changes in Equity, Continued

(Unaudited)

Six-month period ended May 31, 2011

(in thousands of Canadian dollars)


	Share capital				Contributed surplus			Unrealized gains or losses on available- for-sale financial assets⁽ⁱ⁾			Deficit			Total
	Number		Dollars		Contributed surplus						Deficit			Total
			$		$			$			$			$
Balance as at November 30, 2010		60,512,764		279,398		7,808			566			(235,116	)		52,656


Total comprehensive loss for the period:
Net loss		—		—		—			—			(11,873	)		(11,873	)
Other comprehensive loss:
Net change in fair value of available-for-sale financial assets, net of tax		—		—		—			(60	)		—			(60	)
Net change in fair value of available-for-sale financial assets transferred to net loss, net of tax		—		—		—			(86	)		—			(86	)

Total comprehensive loss for the period		—		—		—			(146	)		(11,873	)		(12,019	)


Transactions with owners, recorded directly in equity:
Issue of common shares		7,537		34		—			—			—			34
Share-based compensation plan:
Share-based compensation for stock option plan		—		—		536			—			—			536
Exercise of stock options:
Monetary consideration		321,500		626		—			—			—			626
Attributed value		—		358		(358	)		—			—			—

Total contributions by owners		329,037		1,018		178			—			—			1,196

Balance as at May 31, 2011		60,841,801		280,416		7,986			420			(246,989	)		41,833

⁽ⁱ⁾	Accumulated other comprehensive income.

See accompanying notes to unaudited consolidated financial statements.

THERATECHNOLOGIES INC.

Consolidated Statements of Cash Flows

(Unaudited)

Periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars)


			May 31					May 31
	Note			2012		2011			2012		2011
				(3 months)					(6 months)
				$		$			$		$
Operating activities:
Net loss				(1,417	)	(5,941	)		(8,901	)	(11,873	)
Adjustments for:
Depreciation of property and equipment				54		73			142		140
Write-down of property and equipment				—		—			49		—
Share-based compensation for stock option plan	8	(b)		58		109			129		536
Income tax (recovery) expense				(5	)	(31	)		1		(66	)
Write-down of inventories	6			—		(65	)		8		310
Lease inducements and amortization				44		126			(411	)	252
Change in fair value of derivative financial assets	8	(a)		276		40			219		156
Change in fair value of liability related to the deferred stock unit plan	8	(a)		(273	)	(39	)		(219	)	(132	)
Change in fair value of derivative financial liabilities				18		—			2		—

Operating activities before changes in operating assets and liabilities				(1,245	)	(5,728	)		(8,981	)	(10,677	)

Change in accrued interest income on bonds				77		63			299		(171	)
Change in trade and other receivables				(864	)	(251	)		584		(1,483	)
Change in tax credits and grants receivable				(88	)	(164	)		(171	)	(317	)
Change in inventories				(637	)	(3,140	)		(3,885	)	(3,812	)
Change in prepaid expenses				(290	)	(150	)		558		172
Change in accounts payable and accrued liabilities				(141	)	2,692			(2,638	)	3,558
Change in provisions				(180	)	—			3,999		—
Change in deferred revenue				(1,072	)	(1,279	)		(2,134	)	(2,991	)

				(3,195	)	(2,229	)		(3,388	)	(5,044	)

Cash flows used in operating activities				(4,440	)	(7,957	)		(12,369	)	(15,721	)

Financing activities:
Proceeds from issued share capital				—		34			—		34
Proceeds from exercise of stock options				54		621			243		626

Cash flows from financing activities				54		655			243		660

Investing activities:
Acquisition of property and equipment				4		(13	)		(69	)	(54	)
Proceeds from sale of bonds				5,404		8,999			10,968		17,578
Acquisition of bonds				—		(1,206	)		—		(27,265	)
Prepayment of derivative financial assets	8	(a)		(43	)	—			(290	)	(837	)

Cash flows from (used in) investing activities				5,365		7,780			10,609		(10,578	)

Net change in cash				979		478			(1,517	)	(25,639	)

Cash as at beginning of period				63		532			2,559		26,649

Cash as at May 31				1,042		1,010			1,042		1,010

See note 9 for supplemental information.

See accompanying notes to unaudited consolidated financial statements.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

1.	Reporting entity:

Theratechnologies Inc. is a specialty pharmaceutical company that discovers and develops innovative therapeutic peptide products, with an emphasis on growth-hormone releasing factor (“GRF”) peptides.

The consolidated financial statements include the accounts of Theratechnologies Inc. and its wholly-owned subsidiaries (together referred to as the “Company” and individually as “the subsidiaries of the Company”).

Theratechnologies Inc. is governed by the Business Corporations Act (Québec) and is domiciled in Québec, Canada. The Company is located at 2310 boul. Alfred-Nobel, Montreal, Québec, H4S 2B4.

2.	Basis of preparation:

(a)

Accounting framework:

These unaudited consolidated interim financial statements (“interim financial statements”), including comparative information, have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as prescribed by the International Accounting Standards Board (“IASB”) and in accordance with International Accounting Standard (“IAS”) 34 – Interim Financial Reporting (“IAS 34”).

Certain information, in particular the accompanying notes normally included in the annual financial statements prepared in accordance with IFRS, has been omitted or condensed. These interim financial statements do not include all disclosures required under IFRS and, accordingly, should be read in conjunction with the annual financial statements for the year ended November 30, 2011 and the notes thereto.

(b)

Summary of accounting policies:

The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the audited annual financial statements as at November 30, 2011.

Other new or amended accounting standards had no impact on the Company’s accounting methods.

(c)

Basis of measurement:

The Company’s consolidated financial statements have been prepared on a going concern and historical cost basis, except for available-for-sale financial assets, derivative financial assets, liabilities related to the deferred stock unit plan and derivative financial liabilities, which are measured at fair value.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

2.	Basis of preparation (continued):

(d)

Use of estimates and judgements:

The preparation of the Company’s interim financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Information about critical judgements in applying accounting policies and assumption and estimation uncertainties that have the most significant effect on the amounts recognized in the consolidated financial statements is noted below:

•

Revenue and deferred revenue:

Revenue recognition is subject to critical judgements, particularly in collaboration agreements that include multiple deliverables, as judgement is required in allocating revenue to each component, including upfront payments, milestone payments, research services, royalties and license fees and sale of goods.

•

Stock option plan:

There is estimation uncertainty with respect to selecting inputs to Black-Scholes model used to determine the fair value of the stock options.

•

Income taxes:

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. The generation of future taxable income is dependent on the successful commercialization of the Company’s products and technologies.

•

Contingent liability:

Management uses judgment in assessing the possibility of any outflow in settlement of contingent liabilities.

Other areas of judgement and uncertainty relate to the estimation of accruals for clinical trial expenses, the recoverability of inventories, the measurement of the amount and assessment of the recoverability of tax credits and grants receivable and capitalization of development expenditures.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

2.	Basis of preparation (continued):

(d)

Use of estimates and judgements (continued):

Reported amounts and note disclosure reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ from those estimates.

The above estimates and assumptions are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(e)

Functional and presentation currency:

These interim consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. All financial information presented in Canadian dollars has been rounded to the nearest thousand.

3.	Upcoming changes in accounting standards:

(a)

Amendments to existing standards:

Annual improvements to IFRS:

The IASB’s improvements to IFRS contain seven amendments that result in accounting changes for presentation, recognition or measurement purposes. The most significant features of the IASB’s annual improvements project published in May 2010 which are applicable for annual period beginning on or after January 1, 2011, with partial adoption permitted are included under the specific revisions to standards discussed below.

(i)

IFRS 7:

Amendment to IFRS 7, Financial Instruments: Disclosures:

Multiple clarifications related to the disclosure of financial instruments and in particular in regards to transfers of financial assets.

(ii)

IAS 1:

Amendment to IAS 1, Presentation of Financial Statements:

Entities may present the analysis of the components of other comprehensive income either in the statement of changes in equity or within the notes to the financial statements.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

3.	Upcoming changes in accounting standards (continued):

(a)

Amendments to existing standards (continued):

Annual improvements to IFRS (continued):

(iii)

IAS 24:

Amendment to IAS 24, Related Party Disclosures:

There are limited differences in the definition of what constitutes a related party; however, the amendment requires more detailed disclosures regarding commitments.

(iv)

IAS 34:

Amendment to IAS 34, Interim Financial Reporting:

The amendments place greater emphasis on the disclosure principles for interim financial reporting involving significant events and transactions, including changes to fair value measurements and the need to update relevant information from the most recent annual report.

The adoption of these amendments to existing standards had no impact on the consolidated financial statements.

(b)

New or revised standards and interpretations issued but not yet adopted:

In addition, the following new or revised standards and interpretations have been issued but are not yet applicable to the Company:

(i)

IFRS 9, Financial Instruments:

Effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted.

Applies to the classification and measurement of financial assets and liabilities. It is the first of three phases of a project to develop standards to replace IAS 39, Financial Instruments.

(ii)

IFRS 10, Consolidated Financial Statements:

Effective for annual periods beginning on or after January 1, 2013, with earlier adoption permitted.

Establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12, Consolidation – Special Purpose Entities, and IAS 27, Consolidated and Separate Financial Statements.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

3.	Upcoming changes in accounting standards (continued):

(b)

New or revised standards and interpretations issued but not yet adopted (continued):

(iii)

IFRS 13, Fair Value Measurement:

Effective for annual periods beginning on or after January 1, 2013, with earlier adoption permitted.

Provides new guidance on fair value measurement and disclosure requirements.

The Company has not yet determined the impact of these amendments to existing standards on the consolidated financial statements.

4.	Cost of sales:


Periods ended May 31 (six months)	Note		May 31, 2012		May 31, 2011
			$		$
Cost of goods sold				1,846		3,803
Other costs				93		305
Write-down of inventories		6		8		310
Production development costs				82		739

				2,029		5,157


Periods ended May 31 (three months)	May 31, 2012		May 31, 2011
Periods ended May 31 (three months)	May 31, 2012		May 31, 2011
		$		$
Cost of goods sold		643		2,005
Other costs		9		142
Write-down of inventories		—		(65	)
Production development costs		40		480

		692		2,562

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

5.	Trade and other receivables:


	May 31, 2012		November 30, 2011
	$		$
Trade receivables		902		1,364
Sales tax receivable		183		227
Loans granted to employees under the share purchase plan		6		10
Other receivables		109		183

		1,200		1,784

6.	Inventories:


	May 31, 2012		November 30, 2011
	$		$
Raw materials		10,799		5,751
Work in progress		1,335		1,096
Finished goods		2,075		3,485

		14,209		10,332

During the six-month period ended May 31, 2012, the Company recorded an inventory provision of $8 over raw materials (2011 – $4), nil over work in progress (2011 – $23) and nil over finished goods (2011 – $283) to write down their value to their estimated net realizable value. The net inventory provision of $8 (2011 – $310) was recorded in cost of sales.

The write-down of 2011 was due to pricing related to raw materials that were originally purchased under research and development conditions and not under the Company’s current long-term procurement agreements.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

7.	Accounts payable and accrued liabilities:


	Note			May 31, 2012		November 30, 2011
				$		$
Trade payables					1,182		3,429
Accrued liabilities and other payables					1,356		1,314
Salaries and benefits due to related parties					599		724
Employee salaries and benefits payable					659		1,332
Liability related to the deferred stock unit plan		8	(a)		404		330

					4,200		7,129

8.	Share capital:

(a)

Deferred stock unit plan:

On December 10, 2010, the Board of Directors adopted a deferred stock unit plan (the “DSU Plan”) for the benefit of its directors and officers (the “Beneficiaries”). The goal of the DSU Plan is to increase the Company’s ability to attract and retain high-quality individuals to act as directors or officers and better align their interests with those of the shareholders of the Company in the creation of long-term value. Under the terms of the DSU Plan, Beneficiaries who are directors are entitled to elect to receive all or part of their annual retainer to act as directors and as Chair of the Board in DSU. Beneficiaries who act as officers are entitled to elect to receive all or part of their annual bonus, if any, in DSU. The value of a DSU (the “DSU Value”) is equal to the average closing price of the common shares on The Toronto Stock Exchange on the date on which a Beneficiary determines that he desires to receive or redeem DSU and during the four (4) previous trading days. Effective February 7, 2012, beneficiaries who act as directors must elect to receive DSU before each calendar quarter, whereas Beneficiaries who act as officers must make that election within 48 hours after having been notified of their annual bonus. For the purposes of granting DSU, the DSU Value for directors is determined on the first trading day of the beginning of a calendar quarter and the DSU Value for officers is determined on the second business day after they have been notified of their annual bonus.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

8.	Share capital (continued):

(a)

Deferred stock unit plan (continued):

DSU may only be redeemed when a Beneficiary ceases to act as a director or an officer of the Company, except with respect to DSU held by the president and chief executive officer. Under the terms of the employment agreement of the president and chief executive officer of the Company, DSU may only be redeemed from the business day preceding the third anniversary date of their dates of grant but no later than the last day of the third calendar year following the calendar year during which DSU were granted. Upon redemption, the Company must provide a Beneficiary with an amount in cash equal to the DSU Value on the redemption date. Beneficiaries may not sell, transfer or otherwise assign their DSU or any rights associated therewith other than by will or in accordance with legislation regarding the vesting and partition of successions.

The DSU are totally vested at the grant date. In the case of the DSU granted to officers for annual bonuses, a DSU liability is recorded at the grant date in place of the liability for the bonuses payments. In the case of the directors, the expense related to DSU and their liabilities are recognized at the grant date. During the six-month period ended May 31, 2012, $293 (2011 – $494) was recorded as an expense and is included in general and administrative expenses. At the beginning of the year, amounts due to officers totalling nil (2011 – $300) were settled with the issuance of DSU. The liability related to the DSU is adjusted periodically to reflect any change in market value of common shares. During the six-month period ended May 31, 2012, a gain of $219 (2011 – $132) was recognized due to the change in the fair value of DSU. This gain is included in gain (loss) on financial instruments carried at fair value. As at May 31, 2012, the Company has a total of 265,522 DSU outstanding (November 30, 2011 – 143,655) and a liability related to the DSU of $404 (November 30, 2011 – $330).

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

8.	Share capital (continued):

(a)

Deferred stock unit plan (continued):

To protect against fluctuations in the value of the DSU, the Company entered into two cash settled forward stock contracts in 2011. The Company paid $837 as advance payments on the contracts. This amount corresponds to 146,875 common shares of the Company at a weighted average price of $5.70. The contracts initially expired in December 2011. On December 2, 2011, the two cash settled forward stock contracts have been amended to expire in November 2012. They were not designated as hedging instruments for accounting purposes. The Company entered into two other cash settled forward stock contracts in 2012. The Company paid $290 as advance payment on the stock contracts. This amount corresponds to 118,647 common shares of the Company at a weighted average price of $2.44. Changes in fair value of these contracts are, therefore, included in gain (loss) on financial instruments carried at fair value in the period in which they occur. In connection with these forward stock contracts, the Company invested $1,127 in term deposits, as advance payments, with the same counterparty, such term deposits maturing at the same time as the cash settled forward stock contracts. During the six-month period ended May 31, 2012, a loss of $219 (2011 – $156) related to the change in the fair value of derivative financial assets was recognized. As at May 31, 2012, the fair value of cash settled forward stock contracts was $418 (November 30, 2011 – $347) and is recorded in derivative financial assets.

(b)

Stock option plan:

The Company has established a stock option plan under which it can grant to its directors, officers, employees, researchers and consultants non-transferable options for the purchase of common shares. The exercise date of an option may not be later than 10 years after the grant date. A maximum number of 5,000,000 options can be granted under the plan. Generally, the options vest at the date of the grant or over a period of up to five years. As at May 31, 2012, 1,341,513 options could still be granted by the Company (2011 – 837,172).

All options are to be settled by physical delivery of shares.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

8.	Share capital (continued):

(b)

Stock option plan (continued):

Changes in outstanding options granted under the Company’s stock option plan for the year ended November 30, 2011 and the six-month period ended May 31, 2012 were as follows:


	Options			Weighted average exercise price per option
				$
Options at November 30, 2010		2,849,138			5.12

Granted		250,000			5.65
Expired		(309,000	)		11.17
Forfeited		(116,003	)		4.46
Exercised		(344,665	)		1.94

Options at November 30, 2011		2,329,470			4.87

Granted		—			—
Expired		(55,000	)		10.70
Forfeited		(130,505	)		6.14
Exercised		(145,337	)		1.67

Options at May 31, 2012		1,998,628			4.86

The fair value of the options granted was estimated at the grant date using the Black-Scholes model and the following weighted average assumptions:


	May 31, 2012		May 31, 2011
Risk-free interest rate		—		2.72	%
Expected volatility		—		74.46	%
Average option life in years		—		7.5
Expected dividends		—		nil
Grant-date share price		—	$	5.65
Option exercise price		—	$	5.65

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

8.	Share capital (continued):

(b)

Stock option plan (continued):

The risk-free interest rate is based on the implied yield on a Canadian Government zero-coupon issue with a remaining term equal to the expected term of the option. The volatility is based solely on historical volatility equal to the expected life of the option. The life of the options is estimated considering the vesting period at the grant date, the life of the option and the average length of time of similar grants have remained outstanding in the past. The dividend yield was excluded from the calculation, since it is the present policy of the Company to retain in all earnings to finance operations and future growth.

The following table summarizes the measurement date weighted average fair value of stock options granted during the periods ended May 31, 2012 and 2011:


Periods ended May 31 (six months)	Number of options		Weighted average grant-date fair value
				$
2012		—		—
2011		250,000		4.08


Periods ended May 31 (three months)	Number of options	Weighted average grant-date fair value
		$
2012	—	—
2011	—	—

The Black-Scholes model used by the Company to calculate option values was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differs from the Company’s stock option awards. This model also requires four highly subjective assumptions, including future stock price volatility and average option life, which greatly affect the calculated values.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

8.	Share capital (continued):

(c)

Earnings per share:

The calculation of basic earnings per share for the period of six months ended May 31, 2012 was based on the net loss attributable to common shareholders of the Company of $8,901 (2011 – $11,873), and a weighted average number of common shares outstanding of 60,956,700 (2011 – 60,617,230). The weighted average number of common shares is calculated as follows:


Periods ended May 31 (six months)	May 31, 2012		May 31, 2011
Issued common shares at December 1		60,865,266		60,512,764
Effect of share options exercised		91,434		103,679
Effect of share issued during the period		—		787

Weighted average number of common shares at May 31		60,956,700		60,617,230


Periods ended May 31 (three months)	May 31, 2012		May 31, 2011
Issued common shares at March 1		60,969,769		60,515,764
Effect of share options exercised		28,904		200,484
Effect of share issued during the period		—		1,557

Weighted average number of common shares at May 31		60,998,673		60,717,805

At May 31, 2012, 1,998,628 options (2011 – 2,671,471) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive. All options outstanding at May 31, 2012 could potentially dilute basic earnings per share in the future.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

9.	Supplemental information:

(a)

Cash flow information:

The Company entered into the following transactions which had no impact on the cash flows:


	May 31, 2012		May 31, 2011
		$		$
Additions to property and equipment included in accounts payable and accrued liabilities		—		57

In addition, interest received totaled $725 (2011 – $570).

(b)

Restructuring costs:

On December 7, 2011, the Company announced that it was discontinuing its clinical program evaluating tesamorelin in muscle wasting associated with COPD, resulting in the lay-off of 34 employees. Consequently, the Company now occupies approximately fifty percent of its leased premises, giving rise to an onerous lease provision. Restructuring costs recorded in the six-month period ended May 31, 2012 were as follows:


	$
Restructuring costs:
Lease:
Onerous lease provision		4,055
Write-off of the related deferred lease inducements		(481	)

		3,574
Other restructuring costs:
Employee termination benefits		1,249
Termination of the COPD clinical program		1,072
Professional fees and other		278

		2,599

		6,173

Provisions related to the restructuring in the consolidated statements of financial position:

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

9.	Supplemental information (continued):

(b)

Restructuring costs (continued):


	Onerous lease provision			Other costs			Total
	$			$			$
Balance at November 30, 2011		—			52			52

Provisions made during the period		4,055			2,599			6,654
Payments		(216	)		(2,453	)		(2,669	)
Accretion expense		14			—			14

Balance at May 31, 2012		3,853			198			4,051

Less current portion		(626	)		(198	)		(824	)

Non-current portion		3,227			—			3,227

The onerous lease provision includes a provision for the future lease costs of the vacant portion of the premises, net of estimated of sublease rentals that could reasonably be obtained. The provision is being accreted to its face value through a charge to finance costs in the consolidated statements of comprehensive income. The provision is based on management’s best estimates of sublease rates that have yet to be negotiated, the timing of a sublease transaction, discount rates and other factors.

10.

Contingent liability:

On July 26, 2010, the Company received a motion of authorization to institute a class action lawsuit against the Company, a director and a former executive officer (the “Motion”). The Motion was filed in the Superior Court of Québec, district of Montréal (the “Court”). The applicant is seeking to initiate a class action suit to represent the class of persons who were shareholders at May 21, 2010 and who sold their common shares of the Company on May 25 or 26, 2010. The applicant alleges that the Company did not comply with its continuous disclosure obligations as a reporting issuer by failing to disclose certain alleged adverse effects relating to the administration of EGRIFTA^TM.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

10.

Contingent liability (continued):

On February 24, 2012, the Court certified the Motion. Despite the granting of such motion, the Company is of the view that the allegations against it are entirely without merit and will take all appropriate actions to vigorously defend its position. The Company is seeking leave to appeal this decision. The hearing date regarding leave to appeal, which was originally scheduled for June 5, 2012 and has since been postponed, has yet to be re-established.

The Company has subscribed to insurance covering its potential liability and the potential liability of its directors and officers in the performance of their duties for the Company subject to a $200 deductible.

11.

Commitments:

This disclosure is to update the note 24 of the Audited annual financial statements of 2011.

(a)

Post-approval commitments:

In connection with its approval of EGRIFTA^TM, the United States Food and Drug Administration, or FDA, has required the following three post-approval commitments:

a single vial formulation of EGRIFTA^TM (the development of a new presentation of the same formulation);

a long-term observational safety study using EGRIFTA^TM; and

a Phase 4 clinical trial using EGRIFTA^TM.

The Company has developed a new presentation of EGRIFTA^TM which complies with the first of the FDA’s post-approval requirements. It is required to be available by November 2013.

The long-term observational safety study is to evaluate the safety of long-term administration of EGRIFTA^TM and the protocol for this study, which has been submitted to the FDA by EMD Serono, has yet to be finalized. The Company has agreed to share the cost of this study equally with EMD Serono. The Company estimates that its share of the cost could amount to an average of $1,300 per year, over a fifteen-year period.

The Phase 4 clinical trial is to assess whether EGRIFTA^TM has an impact on diabetic retinopathy in diabetic HIV-infected patients with lipodystrophy and excess abdominal fat. EMD Serono is responsible for executing the trial and is to be reimbursed by the Company for the direct costs involved. The FDA-approved protocol for the trial calls for patients to inject themselves daily with either EGRIFTA^TM or placebo over a three-year treatment period. While the Company is committed to supporting the trial, management believes that the protocol conditions will be difficult to meet. The Company estimates that, if completed, the trial could cost approximately $20,000 over a four- to five-year period.

THERATECHNOLOGIES INC.

Notes to the Consolidated Financial Statements, Continued

(Unaudited)

Six-month periods ended May 31, 2012 and 2011

(in thousands of Canadian dollars, except per share amounts)

11.

Commitments (continued):

(b)

Long-term procurement agreements:

As at May 31, 2012, the Company had entered into long-term procurement agreements with third-party suppliers in connection with the commercialization of EGRIFTA^TM. As at May 31, 2012, the Company had outstanding purchase orders under these agreements amounting to $2,124 for the manufacture of EGRIFTA^TM for delivery in the fiscal years 2012 and 2013.

Exhibit 99.2

Exhibit 99.2

LOGO

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED MAY 31, 2012

The following Management’s Discussion and Analysis, or MD&A, provides Management’s point of view on the financial position and the results of operations of Theratechnologies Inc., on a consolidated basis, for the three- and six-month periods ended May 31, 2012, as compared to the three- and six-month periods ended May 31, 2011. This MD&A is dated July 11, 2012, was approved by our Audit Committee, and should be read in conjunction with our unaudited interim consolidated financial statements and the notes thereto as at May 31, 2012, as well as the MD&A and audited consolidated financial statements including the notes thereto as at November 30, 2011.

The financial information contained in this MD&A and in our unaudited interim consolidated financial statements and audited consolidated financial statements has been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

Unless otherwise indicated or unless the context requires otherwise, in this MD&A, all references to “Theratechnologies”, the “Company”, the “Corporation”, “we”, “us”, “our” or similar terms refer to Theratechnologies Inc. and its consolidated subsidiaries. The use of EGRIFTA^TM refers to tesamorelin for the reduction of excess abdominal fat in HIV-infected patients with lipodystrophy regardless of the trade name used for such product in any particular territory. EGRIFTA^TM is the trade name used in the United States for tesamorelin for the reduction of excess abdominal fat in HIV-infected patients with lipodystrophy. EGRIFTA^TM is our trademark.

This MD&A contains information that we believe may affect our prospective financial condition, cash flows and results of operations. Readers are cautioned to consult the section, “Forward-Looking Information”, below.

Business Overview

Commercial and Regulatory Activities

Our first product, EGRIFTA^TM (tesamorelin for injection), was approved by the United States Food and Drug Administration, or FDA, in November 2010 and is, to date, the only approved therapy for the reduction of excess abdominal fat in HIV-infected patients with lipodystrophy. EGRIFTA^TM is currently being marketed in the United States by EMD Serono, Inc., or EMD Serono, pursuant to a collaboration and licensing agreement executed in October 2008.

EMD Serono began selling EGRIFTA^TM in the United States in January 2011 and we receive royalties on their sales, which are paid quarterly in arrears based on the calendar year. Royalties received from EMD Serono in the first six months of fiscal 2011 and 2012 amounted to $194,000 and $1,562,000 respectively. According to IMS, a third-party supplier of sales information to the pharmaceutical industry, prescriptions in the April to June 2012 selling period were up significantly over the prior quarter. Royalties on these sales will be reported in our third quarter financial statements.

In December 2010, we granted an affiliate of sanofi-aventis, or Sanofi, exclusive commercialization rights to tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy in Latin America, Africa and the Middle East. Subsequent to this agreement, requests for regulatory approval were filed in Israel, Brazil, Argentina, Mexico, Colombia and Venezuela. In June 2012, we were informed by Sanofi that the National Health Surveillance Agency, or ANVISA, in Brazil has audited and identified technical deficiencies with the Montreal-based third-party manufacturing site for tesamorelin. The manufacturer has indicated that it is in a position to implement ANVISA’s recommendations with regards to these deficiencies. However, this development may delay Brazil’s regulatory decision.

Theratechnologies Inc.

2310 Alfred-Nobel Blvd., Montréal, Québec, Canada H4S 2B4

Phone: 514 336-7800 • Fax: 514 336-7242 • www.theratech.com

In February 2011, we granted Ferrer Internacional S.A., or Ferrer, exclusive commercialization rights to tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy in Europe, Russia, South Korea, Taiwan, Thailand and certain central Asian countries.

In June 2012, Ferrer withdrew its Marketing Authorization Application, or MAA, with the European Medicines Agency, or EMA, for tesamorelin in the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy. Ferrer’s decision to withdraw followed an oral explanation with the EMA’s Committee for Medicinal Products for Human Use (CHMP). As higher IGF-1 (Insulin-like growth factor 1) levels were identified as a potential safety concern for long-term use of tesamorelin, the CHMP indicated that the lack of data on cardiovascular risk markers did not allow the committee to conclude on a positive benefit/risk balance.

Our New Drug Submission, or NDS, for tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy was filed in June 2011 with Health Canada. In February 2012, we granted Actelion Pharmaceuticals Canada Inc., or Actelion, exclusive commercialization rights to tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy in Canada. Under the terms of the Agreement, we are responsible for the manufacture and supply of tesamorelin to Actelion and Actelion is responsible for conducting all regulatory and commercialization activities.

In June 2012, Health Canada issued a notice of non-compliance in relation to the NDS containing questions regarding the long-term safety of tesamorelin, the appropriate patient population and the proposed indication. We have been granted 90 days to respond to the questions. We now expect to receive Health Canada’s final decision regarding the NDS during the first half of 2013.

Research and Development (R&D) Activities

TH1173

In October 2011, we announced the discovery of a new GRF peptide, known as TH1173, which may prove to be suitable for the treatment of a broader range of medical indications than tesamorelin. We are also testing alternative, more patient-friendly methods of administration such as nasal, transdermal and subcutaneous. We conducted pre-clinical feasibility studies to explore TH1173’s potential using new modes of administration in the first quarter and these studies are ongoing. In May 2012, we initiated a preclinical safety program for TH1173, with a view to beginning clinical testing by early 2013.

EGRIFTA^TM

In the six-month period ended May 31, 2012, our R&D activities also included work on post-approval commitments made to the FDA in relation to the marketing approval granted to EGRIFTA^TM. These included the development of a single-vial formulation of EGRIFTA^TM and preparations with respect to a Phase 4 clinical trial to assess whether EGRIFTA^TM has an impact on diabetic retinopathy in diabetic HIV-infected patients with lipodystrophy and excess abdominal fat.

Other Events

On February 24, 2012, the Superior Court of Quebec certified the class action suit against Theratechnologies, a director, and a former executive officer, alleging that the Company did not comply with its continuous disclosure obligations. We are of the view that the allegations against us are entirely without merit and we will take all appropriate actions to vigorously defend its position. We are seeking leave to appeal this decision. The hearing date regarding leave to appeal, which was scheduled for June 5, 2012 and was subsequently postponed, has yet to be re-established.

Revenues

Our revenues are mainly sales of EGRIFTA^TM to EMD Serono for re-sale, royalties received from EMD Serono on U.S. sales to customers, and the amortization of the initial payment received upon the closing of the agreement with EMD Serono.

Revenues generated from sale of goods amounted to $856,000 in the three-month period ended May 31, 2012 and $2,135,000 in the six months ended May 31, 2012, compared to $2,005,000 and $3,803,000 in the comparable periods of 2011. The higher sales in the prior-year reflect the build-up of stocks needed by EMD Serono for the EGRIFTA^TM launch in the U.S. market. Revenues from sale of goods are now more closely tied to sales to patients but they can also vary significantly as a function of EMD Serono’s procurement policies.

Royalties, which are almost entirely derived from the sales of EGRIFTA^TM, are up significantly over the comparable periods in 2011 when the product launch was in its early stages. Royalties are paid quarterly in arrears based on the calendar year. In the three- and six-month periods ended May 31, 2012, we received royalty revenue from EMD Serono of $726,000 and $1,562,000 respectively in relation to the three-month selling period from January 1, 2012 to March 31, 2012 and the six-month selling period from October 1, 2011 to March 31, 2012, compared to $190,000 and $194,000 for the comparable periods in 2011.

Our revenues also include the amortization of the initial payment of $27,097,000 received upon the closing of the agreement with EMD Serono. For the three- and six-month periods ended May 31, 2012, amounts of $1,069,000 and $2,139,000 were recognized as revenue related to this transaction, compared to $1,284,000 and $2,995,000 in the comparable periods of 2011. The decrease in the amortization amount for the current year reflects a change in the service period attributed to the initial payment. The initial payment will be fully amortized by year end 2013.

Reflecting the variations in product sales, royalties and amortization of the initial payment described above, consolidated revenues for the three- and six-month periods ended May 31, 2012 amounted to $2,656,000 and $5,846,000 compared to $3,483,000 and $7,001,000 in the comparable periods of 2011.

Cost of Sales

For the three- and six-month periods ended May 31, 2012, the cost of sales of EGRIFTA^TM amounted to $692,000 and $2,029,000 compared to $2,562,000 and $5,157,000 in the comparable periods of 2011. Sale of goods revenue exceeded cost of sales for the first time since EGRIFTA^TM was launched in the first quarter of 2011. Prior to the latest three-month period, the cost of sales exceeded revenue due to an accounting requirement that we expense certain historical inventory costs as well as the current costs related to validating back-up suppliers for raw materials and finished goods. The old inventory is now essentially depleted; however, quarter-over-quarter variations in gross margins will continue to be experienced due to the costs associated with validating additional suppliers. Cost of sales is detailed in note 4 “cost of sales” of our unaudited consolidated financial statements for the three- and six-month periods ended May 31, 2012 and May 31, 2011.

R&D Activities

Research and development, or R&D, expenses, net of tax credits, for the three- and six-month periods ended May 31, 2012 amounted to $1,410,000 and $2,723,000 compared to $3,072,000 and $6,065,000 in the comparable periods of 2011, decreases of 54% and 55% respectively. The significant reduction in R&D expenses is largely attributable to restructuring and the adoption of a more focused business plan. R&D expenses in the six months ended May 31, 2012 were associated with helping our commercial partners to pursue regulatory approvals in their respective jurisdictions, the Phase 4 clinical trial, pursuing the development of TH1173 and the new formulation of EGRIFTA^TM.

Selling and Market Development Expenses

Selling and market development expenses for the three- and six-month periods ended May 31, 2012 amounted to $256,000 and $517,000 compared to $569,000 and $1,046,000 in the comparable periods of 2011, decreases of 55% and 50% respectively. With licensing agreements now in place in major markets, the ongoing selling and market development expenses are reduced to the costs of managing our relationships with our commercial partners.

General and Administrative Expenses

General and administrative expenses for the three- and six-month periods ended May 31, 2012 amounted to $1,795,000 and $3,838,000 compared to $3,695,000 and $6,910,000 in the comparable periods of 2011, decreases of 51% and 44% respectively. The expenses in the 2012 periods were considerably lower as a result of the restructuring. In addition, the expenses in 2011 included the cost of the proposed financing, costs related to the change in leadership of the Company, many of which were entirely expensed in the first three months of the 2011 fiscal year, as well as all of the annual compensation paid to the directors in deferred stock units, which was also expensed in the first three months of 2011. In 2012, deferred stock units granted as compensation to our directors are being expensed on a quarterly basis.

Restructuring Costs

In December 2011, we restructured the business to concentrate the Company’s efforts on EGRIFTA^TM and on developing TH1173, giving rise to restructuring costs of $6,058,000 in the three months ended February 29, 2012. An additional $115,000 of restructuring costs was incurred in the three months ended May 31, 2012. The largest restructuring cost is an onerous lease provision of $4,055,000, which is based on the Company now occupying approximately fifty percent of its leased premises. Other restructuring costs include employee termination benefits of $1,249,000, costs associated with terminating the COPD clinical program of $1,072,000 and professional fees of $278,000.

Net Finance Income

Finance income for the three- and six-month periods ended May 31, 2012 was $241,000 and $518,000 compared to $455,000 and $827,000 in the comparable periods of 2011. Interest revenues in 2012 were lower than 2011 due to the gradual decline in the portfolio size as investments are liquidated to fund operations.

Finance costs for the three months ended May 31, 2012 were $51,000. In the six months ended May 31, 2012 there was a gain of $16,000 due to positive foreign exchange fluctuations. In the comparable periods of 2011, finance costs were $12,000 and $589,000. Finance costs for the first three months of 2011 include a foreign exchange loss of $550,000 incurred upon receipt of a US$25,000,000 milestone payment from EMD Serono. The milestone payment had originally been converted into the functional currency of the Company at the more favorable exchange rate in effect at the November 30, 2010 fiscal year end for an exchange gain of $635,000 at that time.

Net Results

Taking into account the revenues and expenses described above, we recorded a net loss of $1,417,000 in the three months ended May 31, 2012 compared to $5,941,000 in the comparable period of 2011. For the six-month period ended May 31, 2012 the net loss was $8,901,000 (including $6,173,000 of restructuring costs) compared to $11,873,000 in the comparable period of 2011. On a per share basis, the net loss for three months ended May 31, 2012 was $0.02 compared to $0.10 in the comparable period of 2011. Net loss per share for the six months ended May 31, 2012 was $0.15 (including the per share impact of the restructuring costs) compared to $0.20 in the comparable period of 2011.

Financial Position

At May 31, 2012, liquidities, which include cash and bonds, amounted to $24,000,000 and tax credits and grants receivable amounted to $517,000, for a total of $24,517,000.

Use of cash from operating activities for the three- and six-month periods ended May 31, 2012 was $4,440,000 and $12,369,000 compared to $7,957,000 and $15,721,000 in the comparable periods of 2011. The current-year amounts include the cash impact of the December restructuring.

For the three months ended May 31, 2012, cash used in operating activities, before changes in operating assets and liabilities amounted to $1,245,000, and change in deferred revenue amounted to $1,072,000 for a total of $2,317,000.

Quarterly Financial Information

The following table is a summary of our unaudited consolidated operating results presented in accordance with IFRS for the last eight quarters.


				2012												2011					2010

(In thousands of Canadian dollars, except per share amounts)	Q2			Q1			Q4			Q3			Q2			Q1			Q4		Q3


Sale of goods	$	856		$	1,279		$	2,670		$	1,878		$	2,005		$	1,798			—		—
Upfront and milestone payments	$	1,069		$	1,070		$	1,069		$	1,070		$	1,284		$	1,711		$	26,711	$	1,711
Royalties and license fees	$	731		$	841		$	671		$	569		$	194		$	9		$	6	$	6

Revenue	$	2,656		$	3,190		$	4,410		$	3,517		$	3,483		$	3,518		$	26,717	$	1,717
Net (loss) profit	$	(1,417	)	$	(7,484	)	$	(1,687	)	$	(4,170	)	$	(5,941	)	$	(5,932	)	$	21,299	$	(3,357	)
Basic and diluted (loss) earnings per share	$	(0.02	)	$	(0.12	)	$	(0.03	)	$	(0.07	)	$	(0.10	)	$	(0.10	)	$	0.35	$	(0.06	)

Quarterly sale of goods amounts vary in accordance with the inventory management policies of EMD Serono.

Royalty revenues tend to track patient prescriptions, with some variations due to provision policies of EMD Serono and inventory fluctuations in the supply chain.

The net losses in the first and second quarters of 2012 include the December 2011 restructuring costs of $6,058,000 and $115,000 respectively.

The higher revenue in the fourth quarter of 2010 is related to the receipt from EMD Serono of a milestone payment of $25,000,000 following marketing approval of EGRIFTA^TM by the FDA.

Upcoming changes in accounting standards:

(a)	Amendments to existing standards:

Annual improvements to IFRS:

The IASB’s improvements to IFRS contain seven amendments that result in accounting changes for presentation, recognition or measurement purposes. The most significant features of the IASB’s annual improvements project published in May 2010 which are applicable for annual period beginning on or after January 1, 2011 with partial adoption permitted are included under the specific revisions to standards discussed below.

(i)

IFRS 7:

Amendment to IFRS 7, Financial Instruments: Disclosures:

Multiple clarifications related to the disclosure of financial instruments and in particular in regards to transfers of financial assets.

(ii)

IAS 1:

Amendment to IAS 1, Presentation of Financial Statements:

Entities may present the analysis of the components of other comprehensive income either in the statement of changes in equity or within the notes to the financial statements.

(iii)

IAS 24:

Amendment to IAS 24, Related Party Disclosures:

There are limited differences in the definition of what constitutes a related party; however, the amendment requires more detailed disclosures regarding commitments.

(iv)

IAS 34:

Amendment to IAS 34, Interim Financial Reporting:

The adoption of these amendments to existing standards had no impact on the consolidated financial statements.

(b)	New or revised standards and interpretations issued but not yet adopted:

In addition, the following new or revised standards and interpretations have been issued but are not yet applicable to the Company:

(i)

IFRS 9 Financial instruments:

Effective for annual periods beginning on or after January 1, 2015, with earlier adoption permitted.

Applies to the classification and measurement of financial assets and liabilities. It is the first of three phases of a project to develop standards to replace IAS 39, Financial Instruments.

(ii)

IFRS 10 Consolidated Financial Statements:

Effective for annual periods beginning on or after January 1, 2013, with earlier adoption permitted.

Establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12, Consolidation—Special Purpose Entities, and IAS 27, Consolidated and Separate Financial Statements.

(iii)

IFRS 13 Fair Value Measurement:

Effective for annual periods beginning on or after January 1, 2013, with earlier adoption permitted.

Provides new guidance on fair value measurement and disclosure requirements.

The Company has not yet determined the impact of these amendments to existing standards on the consolidated financial statements.

Outstanding Share Data

On July 10, 2012, the number of shares issued and outstanding was 61,010,603 while outstanding options granted under the stock option plan were 1,998,628.

Contractual Obligations

In connection with its approval of EGRIFTA^TM, the FDA has required the following three post-approval commitments:

a single vial formulation of EGRIFTA^TM (the development of a new presentation of the same formulation);

a long-term observational safety study using EGRIFTA^TM, and

a Phase 4 clinical trial using EGRIFTA^TM.

The Company has developed a new presentation of EGRIFTA^TM which complies with the first of the FDA’s post-approval requirements. It is required to be available by November 2013.

The long-term observational safety study is to evaluate the safety of long-term administration of EGRIFTA^TM and the protocol for this study, which has been submitted to the FDA by EMD Serono, has yet to be finalized. We have agreed to share the cost of this study equally with EMD Serono. We estimate that our share of the cost could amount to an average of $1,300,000 per year, over a fifteen-year period.

The Phase 4 clinical trial is to assess whether EGRIFTA^TM has an impact on diabetic retinopathy in diabetic HIV-infected patients with lipodystrophy and excess abdominal fat. EMD Serono is responsible for executing the trial and is to be reimbursed by the Company for the direct costs involved. The FDA-approved protocol for the trial calls for patients to inject themselves daily with either EGRIFTA^TM or placebo over a three-year treatment period. While the Company is committed to supporting the trial, management believes that the protocol conditions will be difficult to meet. We estimate that the trial, if completed, could cost approximately $20,000,000 over a four- to five-year period.

The Company has entered into long-term procurement agreements with third-party suppliers in connection with the commercialization of EGRIFTA^TM. As at May 31, 2012, the Company had outstanding purchase orders under these agreements amounting to $2,124,000 for the manufacture of EGRIFTA^TM to be delivered in fiscal years 2012 and 2013.

There were no other material changes in contractual obligations during the three months ended May 31, 2012, other than in the ordinary course of business.

Economic and Industry Factors

Economic and industry factors were substantially unchanged from those reported in our 2011 MD&A.

Forward-Looking Information

This MD&A contains certain statements that are considered “forward-looking information” within the meaning of applicable securities legislation, which statements may contain words such as “will”, “may”, “could”, “should”, “outlook”, “believe”, “plan”, “envisage”, “anticipate”, “expect” and “estimate”, or the negatives of these terms, or variations of them. This forward-looking information includes, but is not limited to, information regarding the potential regulatory approval of tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy in various territories outside of the United States, the timing regarding the obtaining of decisions from various regulatory authorities relating to the pending marketing applications for tesamorelin in various jurisdictions outside of the United States and regarding clinical testing of TH1173 and the development of TH1173 suitable for the treatment of a broad range of medical indications.

Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These assumptions made in preparing the forward-looking information include, but are not limited to, the assumption that tesamorelin for the reduction of excess abdominal fat in HIV-infected patients with lipodystrophy will receive approvals in the territories where we have marketing applications for tesamorelin pending, the withdrawal of the MAA with the EMA will have no consequence on the decisions of other regulatory authorities regarding the pending marketing authorizations and the decisions of our commercial partners to pursue the approval of tesamorelin for the treatment of excess abdominal fat in HIV-infected patients with lipodystrophy in various jurisdictions, the safety and efficacy data gathered through the development of tesamorelin will be accepted by the regulatory authorities where marketing applications for tesamorelin are pending, no additional clinical studies will be required by regulatory authorities to obtain regulatory approval of tesamorelin, if approved, EGRIFTA^TM will be accepted by the marketplace and will be on the list of reimbursed drugs by third-party payers in the jurisdictions where approval will be obtained, our relations with our commercial partners and our third-party suppliers of EGRIFTA^TM will be conflict-free and such third-party suppliers will have enough capacity to manufacture and supply EGRIFTA^TM to meet its demand and will manufacture on a timely-basis, the Montreal-based manufacturer of tesamorelin will be able to implement successfully ANVISA’s recommendations, the results from the ongoing studies with TH1173 will be positive and we will have the financial capacity to develop TH1173 within the timeline described herein. These risks and uncertainties include, but are not limited to, the risk that tesamorelin is not approved in the jurisdictions where marketing applications are pending, the risk that, even if approved, revenue and royalties we expect to generate from sales of EGRIFTA^TM are not high enough to sustain our business, the risk that conflicts occur with our commercial partners jeopardizing the commercialization of EGRIFTA^TM, the risk that ANVISA’s recommendations are not implemented successfully, the risk that the supply of EGRIFTA^TM to our commercial partners is delayed or suspended as a result of problems with our suppliers, the risk that EGRIFTA^TM is withdrawn from the market as a result of defects or recalls, the risk that our intellectual property is not adequately protected, the risk that delays occur in obtaining the final decisions of regulatory authorities in certain jurisdictions, the risk that the ongoing development work on TH1173 is delayed or do not yield positive results causing us to halt the development of TH1173 and the risk that we do not have the financial capacity to pursue the development of TH1173.

We refer potential investors to the “Risk Factors” section of our Annual Information Form (AIF) dated February 27, 2012. The AIF is available at http://www.sedar.com/ and at http://www.sec.gov/ under our public filings. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking information. Forward-looking information reflects current expectations regarding future events and speaks only as of the date of this MD&A and represents our expectations as of that date.

We undertake no obligation to update or revise the information contained in this MD&A, whether as a result of new information, future events or circumstances or otherwise, except as may be required by applicable law.

Exhibit 99.3

Exhibit 99.3

Theratechnologies Announces Financial Results for Second Quarter of 2012

Montreal, Canada – July 12, 2012 – Theratechnologies Inc. (Theratechnologies) (TSX: TH) (NASDAQ: THER) today announced its financial results for the second quarter ended May 31, 2012.

Second Quarter 2012 Highlights

•

U.S. prescriptions for EGRIFTA^TM trending up

•

Positive effect of restructuring: net loss of $1.4 million compared to $5.9 million in Q2 2011

•

Launch of TH1173 preclinical safety program

•

Regulatory setback in Europe

•

$24.5 million in liquidities at quarter-end

“Revenues this quarter continue to reflect the positive trend in U.S. prescriptions for EGRIFTA^TMwhich we have been witnessing since the beginning of the year. On the regulatory front, we faced a major setback in Europe with the withdrawal of our regulatory application and we are exploring the alternatives available with our partner Ferrer,” said John-Michel T. Huss, President and Chief Executive Officer.

“In the second quarter, we can clearly see the benefits of our December 2011 restructuring with our net loss down 76% compared to the second quarter of 2011. With a burn rate of $2.3 million this quarter, we are on track to end the year with over $20 million in cash on hand,” added Luc Tanguay, Senior Executive Vice President and Chief Financial Officer.

Second Quarter Financial Results

The financial results presented in this press release are taken from the Company’s Management’s Discussion and Analysis, or MD&A, and unaudited consolidated financial statements for the period ended May 31, 2012, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. The MD&A and unaudited consolidated financial statements can be found at www.theratech.com, www.sedar.com or www.sec.gov. Unless specified otherwise, all amounts in this press release are in Canadian dollars. As used herein, EGRIFTA^TM refers to tesamorelin for the reduction of excess abdominal fat in HIV-infected patients with lipodystrophy. EGRIFTA^TM is our trademark.

Our revenues are mainly sales of EGRIFTA^TM to EMD Serono for re-sale, royalties received from EMD Serono on U.S. sales to customers, and the amortization of the initial payment received upon the closing of the agreement with EMD Serono.

For the three- and six-month periods ended May 31, 2012, the cost of sales of EGRIFTA^TM amounted to $692,000 and $2,029,000 compared to $2,562,000 and $5,157,000 in the comparable periods of 2011. Sale of goods revenue exceeded cost of sales for the first time since EGRIFTA^TM was launched in the first quarter of 2011. Prior to the latest three-month period, the cost of sales exceeded revenue due to an accounting requirement that we expense certain historical inventory costs as well as the current costs related to validating back-up suppliers for raw materials and finished goods. The old inventory is now essentially depleted; however, quarter-over-quarter variations in gross margins will continue to be experienced due to the costs associated with validating additional suppliers. Cost of sales is detailed in note 4 “cost of sales” of our unaudited consolidated financial statements for the three- and six-month periods ended May 31, 2012 and May 31, 2011.

Research and development, or R&D, expenses, net of tax credits, for the three- and six-month periods ended May 31, 2012 amounted to $1,410,000 and $2,723,000 compared to $3,072,000 and $6,065,000 in the comparable periods of 2011, decreases of 54% and 55% respectively. The significant reduction in R&D expenses is largely attributable to restructuring and the adoption of a more focused business plan. R&D expenses in the six months ended May 31, 2012 were associated with helping our commercial partners to pursue regulatory approvals in their respective jurisdictions, the Phase 4 clinical trial, pursuing the development of TH1173 and the new formulation of EGRIFTA^TM.

Selling and market development expenses for the three- and six-month periods ended May 31, 2012 amounted to $256,000 and $517,000 compared to $569,000 and $1,046,000 in the comparable periods of 2011, decreases of 55% and 50% respectively. With licensing agreements now in place in major markets, the ongoing selling and market development expenses are reduced to the costs of managing our relationships with our commercial partners.

General and administrative expenses for the three- and six-month periods ended May 31, 2012 amounted to $1,795,000 and $3,838,000 compared to $3,695,000 and $6,910,000 in the comparable periods of 2011, decreases of 51% and 44% respectively. The expenses in the 2012 periods were considerably lower as a result of the restructuring. In addition, the expenses in 2011 included the cost of the proposed financing, costs related to the change in leadership of the Company, many of which were entirely expensed in the first three months of the 2011 fiscal year, as well as all of the annual compensation paid to the directors in deferred stock units, which was also expensed in the first three months of 2011. In 2012, deferred stock units granted as compensation to our directors are being expensed on a quarterly basis.

In December 2011, we restructured the business to concentrate the Company’s efforts on EGRIFTA^TM and on developing TH1173, giving rise to restructuring costs of $6,058,000 in the three months ended February 29, 2012. An additional $115,000 of restructuring costs was incurred in the three months ended May 31, 2012. The largest restructuring cost is an onerous lease provision of $4,055,000, which is based on the Company now occupying approximately fifty percent of its leased premises. Other restructuring costs include employee termination benefits of $1,249,000, costs associated with terminating the COPD clinical program of $1,072,000 and professional fees of $278,000.

Finance income for the three- and six-month periods ended May 31, 2012 was $241,000 and $518,000 compared to $455,000 and $827,000 in the comparable periods of 2011. Interest revenues in 2012 were lower than 2011 due to the gradual decline in the portfolio size as investments are liquidated to fund operations.

Finance costs for the three months ended May 31, 2012 were $51,000. In the six months ended May 31, 2012 there was a gain of $16,000 due to positive foreign exchange fluctuations. In the comparable periods of 2011, finance costs were $12,000 and $589,000. Finance costs for the first three months of 2011 include a foreign exchange loss of $550,000 incurred upon receipt of a US$25,000,000 milestone payment from EMD Serono. The milestone payment had originally been converted into the functional currency of the Company at the more favorable exchange rate in effect at the November 30, 2010 fiscal year end for an exchange gain of $635,000 at that time.

Taking into account the revenues and expenses described above, we recorded a net loss of $1,417,000 in the three months ended May 31, 2012 compared to $5,941,000 in the comparable period of 2011. For the six-month period ended May 31, 2012 the net loss was $8,901,000 (including $6,173,000 of restructuring costs) compared to $11,873,000 in the comparable period of 2011. On a per share basis, the net loss for three months ended May 31, 2012 was $0.02 compared to $0.10 in the comparable period of 2011. Net loss per share for the six months ended May 31, 2012 was $0.15 (including the per share impact of the restructuring costs) compared to $0.20 in the comparable period of 2011.

At May, 31, 2012, liquidities, which include cash and bonds, amounted to $24,000,000 and tax credits and grants receivable amounted to $517,000, for a total of $24,517,000.

Conference Call Details

A conference call will be held today at 8:30 a.m. ET to discuss the results. The call will be hosted by John-Michel T. Huss, President and Chief Executive Officer, and Luc Tanguay, Senior Executive Vice President and Chief Financial Officer. The conference call is open to questions from financial analysts. Media and other interested individuals are invited to participate in the call on a “listen-only” basis.

The conference call can be accessed by dialling 1-800-750-5849 (North America) or 1-416-981-9000 (International). The conference call will also be accessible via webcast at www.theratech.com. Audio replay of the conference call will be available until July 26, 2012, by dialling 1-800-558-5253 (North America) or 1-416-626-4100 (International) and by entering the playback code 21598536.

About Theratechnologies

Theratechnologies (TSX: TH) (NASDAQ: THER) is a specialty pharmaceutical company that discovers and develops innovative therapeutic peptide products, with an emphasis on growth-hormone releasing factor peptides. For more information about Theratechnologies, please visit www.theratech.com. Additional information, including the public documents filed by Theratechnologies, is also available on SEDAR at www.sedar.com and on the Securities and Exchange Commission’s website at www.sec.gov.

Forward-Looking Information

This press release contains certain statements that are considered “forward-looking information” within the meaning of applicable securities legislation, which statements may contain words such as “will”, “may”, “could”, “should”, “outlook”, “believe”, “plan”, “envisage”, “anticipate”, “expect” and “estimate”, or the negatives of these terms, or variations of them. This forward-looking information includes, but is not limited to, information regarding sales of EGRIFTA^tm in the United States, our cash position at the end of our fiscal year and the development of TH1173.

We refer potential investors to the “Risk Factors” section of our Annual Information Form (AIF) dated February 27, 2012. The AIF is available at www.sedar.com and at www.sec.gov under our public filings. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking information. Forward-looking information reflects current expectations regarding future events and speaks only as of the date of this press release and represents 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.

-30-

Contact:

Roch Landriault

NATIONAL Public Relations

Phone: 514 843-2345

Exhibit 99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, John-Michel T. Huss, President and Chief Executive Officer of Theratechnologies Inc., certify the following:

1.	*Review*: I have reviewed the interim financial report and interim MD&A, (together, the “interim filings”) of Theratechnologies Inc. (the “issuer”) for the interim period ended May 31, 2012.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.

5.	*Design*: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officers(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework*: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control over Financial Reporting – Guidance for Smaller Public Companies (COSO).

5.2

N/A

5.3

N/A

6.	*Reporting changes in ICFR*: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2012 and ended on May 31, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 12, 2012

/s/ John-Michel T. Huss

John-Michel T. Huss

President and Chief Executive Officer

Exhibit 99.5

Exhibit 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Luc Tanguay, Senior Executive Vice President and Chief Financial Officer of Theratechnologies Inc., certify the following:

1.	*Review*: I have reviewed the interim financial report and interim MD&A, (together, the “interim filings”) of Theratechnologies Inc. (the “issuer”) for the interim period ended May 31, 2012.

5.	*Design*: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officers(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	*Control framework*: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control over Financial Reporting – Guidance for Smaller Public Companies (COSO).

5.2

N/A

5.3

N/A

6.	*Reporting changes in ICFR*: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2012 and ended on May 31, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: July 12, 2012

/s/ Luc Tanguay

Luc Tanguay

Senior Executive Vice President and Chief Financial Officer