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

May 10, 2023

Commission File Number 001-35203

THERATECHNOLOGIES INC.

(Translation of registrant’s name into English)

2015 Peel Street, Suite 1100

Montréal, Québec, Canada

H3A 1T8

(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  ☒

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  ☒

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  ☒

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  ☒

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

THERATECHNOLOGIES INC.

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: May 10, 2023

Exhibit 99.1

REPORT ON VOTING RESULTS

ANNUAL MEETING OF SHAREHOLDERS

HELD ON MAY 9, 2023

The Annual Meeting of Shareholders (the “Meeting”) of Theratechnologies was held online via a live audio/video webcast on Tuesday, May 9, 2023, at 10:00 a.m. (Eastern Time). Two (2) shareholders and/or proxy holders were present at the Meeting, in person or by proxy, holding 51,100,306 common shares of Theratechnologies, representing approximately 52.79% of the total votes attached to all issued and outstanding shares of Theratechnologies as of the record date on April 4, 2023.

Election of Directors

All nine directors proposed for election at the Meeting were elected by a vote conducted by ballot. All candidates were elected by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The directors will remain in office until the next annual meeting of shareholders or until their successors are elected or appointed. The proxies received by management for the election of directors were as follows:

Appointment of Auditors

The resolution to appoint KPMG LLP, chartered professional accountants, as Theratechnologies’ auditors to hold office until the next annual meeting of shareholders or until their successors are appointed, and to authorize the directors to fix their remuneration, was passed by a majority of the votes cast by ballot by the shareholders present or represented by proxy at the Meeting. The proxies received by management for the appointment of the auditors were as follows:

Resolution 2023-1 Approving the Amendments to the Share Option Plan

Resolution 2023-1 approving the amendments to the share option plan was passed by a majority of the votes cast by ballot by the shareholders present or represented by proxy at the Meeting. The proxies received by management for the passing of resolution 2023-1 were as follows: