THER Theratechnologies Inc. (MM)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 2)

(Check One)

OR

THERATECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

QUEBEC

(Province or other jurisdiction of incorporation or organization)

2834

(Primary Standard Industrial Classification Code Number (if applicable))

Not applicable

(I.R.S. Employer Identification Number (if applicable))

2310 Alfred-Nobel Blvd., Montreal, Quebec, Canada, H4S 2B4

(514) 336-7800

(Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation System, 111 8 ^th Avenue, New York, NY 10011

(212) 894-8800

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: as of November 30, 2011, 60,865,266 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes   x             No   ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes   ¨              No   ¨

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EXPLANATORY NOTE

This Amendment No. 2 on Form 40-F/A (“Amendment No. 2”) to the Annual Report on Form 40-F (the “Original Form 40-F”) of Theratechnologies Inc. (the “Registrant”) for the fiscal year ended November 30, 2011 originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2012, is being filed to include the signature of the Registrant’s independent auditors, KPMG LLP, in the independent auditors’ report dated February 7, 2012, relating to the Registrant’s audited annual consolidated financial statements for the year ended November 30, 2011 and notes thereto, which signature was inadvertently omitted from the Original Form 40-F filed with the SEC.

The Registrant has included in this Amendment No. 2 new certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and a new consent from KPMG LLP in respect of the abovementioned independent auditors’ report.

Except as set forth above, this Amendment No. 2 does not modify or update any of the disclosures in the Original Form 40-F. The disclosures in this Amendment No. 2 do not reflect events occurring after the date of the Original Form 40-F of February 8, 2012 to the date of this filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Registrant’s other filings made with the SEC subsequent to the filing of the Original Form 40-F, including the Registrant’s interim financial statements and material change reports filed on Form 6-K as information in such filings would update or supersede certain information contained in those filings as well as in this Amendment No. 2.

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