SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
February 3, 2015
Commission File Number 001-35203
(Translation of registrants name into English)
2015 Peel Street, 5th Floor
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 x 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 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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-______________.
|99.1||Press Release Dated February 3, 2015|
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.
|By:||/s/ Jocelyn Lafond|
|Name: Jocelyn Lafond|
Title: Vice President, Legal Affairs, and
Date: February 3, 2015
THERATECHNOLOGIES ANNOUNCES VOLUNTARY FILING OF FORM 15 TO
SUSPEND SEC REPORTING OBLIGATIONS
Montreal, Canada February 3, 2015 Theratechnologies Inc. (TSX: TH) today announced that it has filed a Form 15 with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended, (the Exchange Act) to suspend its reporting obligations under Section 15(d) of the Exchange Act.
The Company expects that the termination of its duty to file reports will become effective 90 days after the filing of this Form 15 with the SEC. However, as a result of the filing of this Form 15 with the SEC, Theratechnologies reporting obligations with the SEC, including its obligation to file annual reports on Form 20-F and reports on Form 6-K, will immediately be suspended. The Company is eligible to file a Form 15 to suspend and ultimately terminate its reporting obligations because it has less than 300 record holders of its common shares.
The Companys Board of Directors considered many factors in making this decision, including its delisting from the NASDAQ market in February 2013, the cost associated with preparing and filing periodic reports with the SEC, the fact that the common shares currently trade on the Toronto Stock Exchange, the reporting obligations of the Company in Canada and the availability of its Canadian disclosure document filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Theratechnologies will continue to file its periodic reports under Canadian securities regulation with the applicable Canadian securities regulators. All of the Companys filings can be found under the Companys profile on SEDAR.
Theratechnologies common shares will continue trading on the Toronto Stock Exchange (TSX : TH).
Theratechnologies (TSX: TH) is a specialty pharmaceutical company addressing unmet medical needs in metabolic disorders to promote healthy aging and improved quality of life. Further information about Theratechnologies is available on the Companys website at www.theratech.com, on SEDAR at www.sedar.com and on the SECs website at www.sec.gov.
This press release contains certain statements that are considered forward-looking information within the meaning of applicable securities legislation, which statements may contain such words as may, would, could, will, intend, plan, anticipate, believe, estimate, expect and similar expressions. This forward-looking information includes, but is not limited to, information relating to the effectiveness of the suspension to make periodic filings with the SEC.
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 Theratechnologies control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These assumptions include, but are not limited to, the fact that the SEC will not object to the filing of the Form 15. These risks and uncertainties include, but are not limited to, the risk that the SEC refuses the Companys filing of the Form 15 resulting in the Company having to resume its periodic filings with the SEC.
Risks about the Company are available in our Annual Report on Form 20-F dated February 27, 2014. We refer potential investors to the Risk Factors section of this Annual Report on Form 20-F dated February 27, 2014 available at www.sedar.com, www.sec.gov and www.theratech.com. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking statements.
Forward-looking statements reflect current expectations regarding future events and speak only as of the date of this press release and represent our expectations as of that date. Although the forward-looking information contained in this press release is based upon what the Company believes are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.
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.
President and Chief executive Officer