HEXO HEXO Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 5)

or

For the fiscal year ended: July 31, 2019

Commission File Number: 001-38781

3000 Solandt Rd

Ottawa, Ontario

Canada K2K 2X2

1-(866) 438-8429

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

1015 15^th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3100

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

of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

Securities 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: 256,981,753

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            ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

  ☒  Yes            ☐  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

☒  Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

EXPLANATORY NOTE

This Amendment No. 5 on Form 40-F/A (this “Amendment”) for the year ended July 31, 2019 is being filed for the purpose of filing an amended Management’s Discussion and Analysis of HEXO Corp. (the “Company”) for the fiscal year ended July 31, 2019 (the “Amended MD&A”), following a continuous disclosure review by the Ontario Securities Commission of the Company’s Management’s Discussion and Analysis for the year ended July 31, 2019 included in the Company’s previously filed Form 40-F for the year ended July 31, 2019, as amended prior hereto (the “Prior Filing”).

In particular, among other changes, the Amended MD&A has been revised:

Additionally, pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”), this Amendment also contains (i) new certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) new certifications required by Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act.

Other than as discussed above and expressly set forth herein, this Amendment does not, and does not purport to, amend or restate any other information contained in the Prior Filing nor does this Amendment reflect any events that have occurred after the filing date of the Prior Filing. The filing of this Amendment shall not be deemed an admission that the Prior Filing, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.