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

February 19, 2020

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: February 19, 2020

Exhibit 99.1

THERATECHNOLOGIES INC.

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

Theratechnologies Inc. (together with its subsidiaries, “Theratechnologies” or the “Company”) is committed to conducting its business (and that of its subsidiaries) in accordance with all applicable laws, rules and regulations and the highest ethical standards, and this commitment is embodied in the Code of Ethics.

The purpose of this Anti-Bribery and Anti-Corruption Policy is to reiterate Theratechnologies’ commitment to full compliance by the Company, its subsidiaries and affiliates, and its officers, directors, employees and agents with Canada’s Corruption of Foreign Public Officials Act (“CFPOA”), the U.S. Foreign Corrupt Practices Act (“FCPA”), and any other Canadian, U.S. or other anti-bribery or anti-corruption laws that may be applicable. This Policy supplements the Code of Ethics and all applicable laws and provides guidelines for compliance with the CFPOA, FCPA, and any other Canadian, U.S. or other anti-bribery or anti-corruption laws, as well as Company policies applicable to Theratechnologies operations world-wide.

This Policy is applicable to the Company, its directors, officers, and employees. The reporting requirement of this Policy is also applicable to Theratechnologies’ contractors, suppliers and other third party representatives acting on behalf of Theratechnologies. This Policy is intended to supplement all applicable laws, rules, and other corporate policies. It is not intended to supplant any local laws.

A bribe within the meaning of this policy is anything of value intended to improperly influence a business decision or induce improper performance by someone with whom Theratechnologies does or potentially does business, including vendors, subcontractors, consultants, clients, industry participants, investors, other parties conducting business or potential business with Theratechnologies, or employees of government agencies and offices and their immediate family members. Providing or offering to provide a bribe to a government official violates public anti-corruption laws in the U.S. and in other countries. Providing or offering to provide a bribe to private individuals may violate commercial bribery laws. Both public corruption and commercial bribery are illegal and may subject you and Theratechnologies to civil and criminal penalties.

“Anything of value” is very broad, and includes items that are valuable to the giver or receiver even if they are not valuable to somebody else. It includes, but is not limited to:

Theratechnologies personnel and agents are strictly prohibited from offering, paying, promising, or authorizing:

(“Improper Payment Activity”)

Critically, money does not have to change hands to violate the anti-corruption laws or this Policy. An offer, a scheme, or promise to pay or give anything of value is enough to violate the law and this Policy.

To promote compliance with anti-corruption laws in Canada, the United States, and other applicable jurisdictions, no Theratechnologies personnel shall undertake any Improper Payment Activity in respect of a non-U.S. governmental official (as defined below in Section 4(b)), a domestic official, or a private individual.

In addition, Theratechnologies’ books and records must correctly record both the amount and a written description of any transaction. Theratechnologies personnel must ensure that there is a reasonable relationship between the substance of a transaction and how it is described in the Company’s books and records.

Theratechnologies has instituted detailed procedures and standards related to training, due diligence, the recording of transactions, and other areas, to implement the terms of this Policy. In particular, Theratechnologies has instituted the following standards and procedures which are incorporated into this Policy:

Certain U.S. federal, state and local government officials are prohibited from accepting gifts or other benefits. Offering gifts, meals, entertainment, or other things of value to government officials in the U.S. or their family members may violate the law and subject you or Theratechnologies to civil or criminal penalties.

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Your interactions with the U.S. government officials are restricted. For purposes of this Policy, a “U.S. government official” means any elected or appointed official or any employee in the legislative (including members of the U.S. Congress), executive, or judicial branches of the federal government or a state or local U.S. government (e.g., U.S., state or local aviation authority, immigration, customs, tax, labor, tourism officials, embassy employees).

In order to reduce the risk of improper payments or other benefits to U.S. government officials, you may not give anything at all to a U.S. government official without prior written approval from the Chief Financial Officer unless all of the following conditions are satisfied:

If you want to provide anything of value to a U.S. government official that does not satisfy all of those conditions, you must seek and obtain advance written approval from the Chief Financial Officer.

You may accept the following from a U.S. government official:

If you want to accept a thing of value that does not meet one of these requirements and is not otherwise prohibited as described below, you must seek prior written approval from your manager and the Chief Financial Officer.

It is essential that you obtain advice from the Chief Financial Officer and ensure your compliance with the law prior to offering or providing anything of value to a U.S. government official. Violations of federal, state, and local laws regulating such gifts can result in civil and criminal liability for the employee and Theratechnologies.

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The rules relating to interactions with government officials outside of the United States are particularly complex. To ensure compliance with these rules, you must comply with the following rules:

In addition, if you have any questions, you may contact the Chief Financial Officer at any time.

The giving or offering of things of value to a non-U.S. government official may be approved by the Chief Financial Officer if it meets all of the following conditions:

As used in this Policy, a “non-U.S. government official” is defined very broadly. It includes any employee, even a low-level employee, or officer of any government or government-controlled entity or company (including any department, division, or agency of government), from the local level to the national level, including:

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If you want to accept a thing of value that does not meet these requirements and is not otherwise prohibited as described below, you must seek prior written approval from your manager and the Chief Financial Officer.

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It is essential that you obtain advice from the Chief Financial Officer and ensure your compliance with the law. Violations of U.S., Canadian and international anti-bribery and anti-corruption laws can result in civil and criminal liability for the employee and Theratechnologies.

Facilitating or “grease” payments are those payments made to public officials solely to obtain or expedite non-discretionary, routine governmental action. “Non-discretionary routine governmental actions” include actions that are unconnected to the award of new business or the continuation of prior business.

Some examples of routine governmental actions include: processing governmental papers such as visas and work permits; providing police protection and mail pick-up and delivery; providing phone service, power and water supply, loading or unloading of cargo, or protecting perishable products or commodities from deterioration; or expediting lawful customs clearances.

Facilitating payments are prohibited. You may not offer or make any facilitating or “grease” payments to any government official.

Under the anti-corruption laws, Theratechnologies may be liable for the conduct of its agents, consultants, business partners and other third-party representatives when they work or act on Theratechnologies’ behalf. To reduce the risk of liability based on the conduct of third-party representatives, employees must adhere to the following guidelines in retaining and working with third-party representatives.

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Theratechnologies contracts with third-parties on a variety of issues. The following is a list of the types of risk-based third parties who may interact with government entities and officials on behalf of Theratechnologies:

If you want to retain one of these third-parties, or any other third-party representative who interacts with non-U.S. government entities and officials, you must engage in the appropriate due diligence. Contact the Chief Financial Officer for further guidance.

There are certain signs that should raise suspicions or alert you to the possibility of a violation of this Policy or anti-corruption laws. Such signs are commonly referred to as “red flags.” If you see a red flag you should contact the Chief Financial Officer for assistance. Ignoring “red flags” or not properly investigating them could potentially result in significant penalties and personal liability under anti-corruption laws.

Examples of red flags are:

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This list is not exhaustive. If something about a third-party representative or its conduct causes you to become suspicious of the representative’s integrity, contact the Chief Financial Officer for assistance.

Audits of Theratechnologies sites, operating units, contractors, suppliers and other third party representatives acting on behalf of Theratechnologies may be conducted periodically to ensure that the requirements of this Policy and applicable procedures and guidelines are being met. Audits may be conducted internally by Theratechnologies, or externally by retained third parties. Audit documentation shall include performance improvement action plans.

Theratechnologies’ Code of Ethics should be construed in a manner consistent with this Policy.

If Theratechnologies’ personnel knows or suspects a violation of this Policy, it must be reported to the Chief Financial Officer or anonymously by email to: pdubuc@theratech.com or by phone: 438-315-6608 without delay. Questions concerning the application of this Policy should be directed to the Chief Financial Officer.

The Company does not permit retaliation against anyone who files a report. Theratechnologies is committed to upholding this Policy and ensuring compliance with anti-corruption laws. Anyone found to have retaliated against anyone who refuses to violate this Policy or reports a potential or actual violation of this Policy, or participates in an investigation will be subject to corrective action up to and including termination.

The Board of Directors of Theratechnologies Inc. will review this Policy on a periodic basis, evaluate its effectiveness, and update or amend this Policy as necessary. Under limited and exceptional circumstances, and for legitimate reasons, the Chief Financial Officer may approve proposed conduct or conduct that has occurred that deviates from this Policy.

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Any employee who violates the terms of this Policy will be subject to disciplinary action. Any employee who has direct knowledge of potential violations of this Policy but fails to report such potential violations to Company management will be subject to disciplinary action. Any employee who misleads or hinders investigators inquiring into potential violations of this Policy will be subject to disciplinary action. In all cases, disciplinary action may include termination of employment. Any third party agent who violates the terms of this Policy, who knows of and fails to report to Theratechnologies management potential violations of this Policy, or who misleads investigators making inquiries into potential violations of this Policy, may have their contracts re-evaluated or terminated.

Theratechnologies personnel and certain contractors, supplier and other third party representatives acting on behalf of Theratechnologies are required to certify periodically that they have read, understand and are complying with this Policy (and, as applicable, other Theratechnologies policies and procedures) and/or are conducting business on the basis of the principles set forth in this Policy, and are not aware generally of any violations of this Policy or any applicable anti-bribery or anti-corruption laws.

For reference:

This Anti-Bribery and Anti-Corruption Policy was adopted by the Board of Directors of Theratechnologies Inc. on February 18, 2020.

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