UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 2)
[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended:July 31, 2019
Commission File Number:001-38781
HEXO CORP.
(Exact name of Registrant as specified in its charter)
| ONTARIO | 2833 | Not Applicable |
| (Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| Classification | ||
| Incorporation or Organization) | Code Number) | Identification No.) |
| 490 Boulevard Saint-Joseph, Suite 204 |
| Gatineau, Québec |
| Canada J8Y 3Y7 |
| 1-(844) 406-1852 |
| (Address and telephone number of Registrant’s principal executive offices) |
| CT Corporation System |
| 1015 15thStreet 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: |
| Title of Each Class: | Trading Symbol(s) | Name of Each Exchange On Which |
| Registered: | ||
| Common Shares, no par value | HEXO | New York Stock Exchange |
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:
| [X] Annual Information Form | [X] Audited Annual Financial Statements |
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.
[ X ] 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).
[X] Yes [ ] No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
[X] 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 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. 2 to Form 40-F (the “Form 40-F/A”) for the year ended July 31, 2019 is being filed to furnish the Company’s financial statements for the fiscal year ended July 31, 2019 formatted in eXtensible Business Reporting Language (“XBRL”). In accordance with the policy of the Securities and Exchange Commission (the “Commission”) stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our No.1 Form 40-F/A, as filed with the Commission on October 31, 2019.
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 No.1 40-F/A nor does this Amendment reflect any events that have occurred after its filing date October 31, 2019. Accordingly, this Amendment should be read in conjunction with the No.1 Form 40-F/A.
AUDITED ANNUAL FINANCIAL STATEMENTS
The amended audited consolidated financial statements of the Company for the year ended July 31, 2019, including the report of the independent auditors thereon, are filed as Exhibit 99.2 to this Amendment, and are incorporated by reference herein.
MANAGEMENT’S DISCUSSION AND ANALYSIS
The Company’s amended Management’s Discussion and Analysis for the year ended July 31, 2019 is filed as Exhibit 99.3 to this Amendment, and is incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
Please see the section entitled "Off-Balance Sheet Arrangements and Contractual Obligations" at page 32 of the Company’s amended Management’s Discussion and Analysis for the year ended July 31, 2019 contained in Exhibit 99.3 to this Amendment (which sections are incorporated by reference in this Amendment) for a discussion of certain off-balance sheet arrangements.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company has previously filed with the SEC a written consent to service of process on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| HEXO CORP. | |
| Date: November 15, 2019 | /s/ Sebastien St-Louis |
| Name: Sebastien St-Louis | |
| Title: President and Chief Executive Officer |
EXHIBIT INDEX
* As previously filed
