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
For the month of August, 2018
Commission File Number: 001-38781
HEXO Corp.
(Translation of registrant’s name into English)
490 Boulevard St-Joseph, Suite 204
Gatineau, Québec, Canada J8Y 3Y7
(Address of principal executive office)
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): ☐
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): ☐
EXPLANATORY NOTE
Exhibits 99.1, 99.2 and 99.3 included with this Report on Form 6-K are hereby incorporated by reference into, and as Exhibits to, the Registration Statement on Form F-10 of HEXO Corp. (File No. 333-228924).
The following exhibits are submitted herewith:
| Exhibit |
Description | |
| 99.1 | Material Change Report dated August 3, 2018 with respect to the registrant’s announcement that it had entered into a definitive agreement with Molson Coors Canada to form a joint venture. | |
| 99.2 | Material Change Report dated September 5, 2018 with respect to the registrant’s announcement that it had changed its corporate name from “The Hydropothecary Corporation” to “HEXO Corp.”. | |
| 99.3 | Material Change Report dated October 15, 2018 with respect to the registrant’s announcement that it had closed the previously announced transaction to form a joint venture with Molson Coors Canada. | |
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.
| HEXO Corp. | ||||||
| Date: January 18, 2019 | /s/ Ed Chaplin | |||||
| Ed Chaplin | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1) | Name and Address of Company
The Hydropothecary Corporation (the “Company”) 204-490 Boulevard Saint-Joseph Gatineau, Québec J8Y 3W9 | |
| 2) | Date of Material Change | |
| August 1, 2018 | ||
| 3) | News Release
A news release dated August 1, 2018 was disseminated through the facilities of CNW and was filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”). A copy of the news release is available under the Company’s profile on SEDAR at www.sedar.com. | |
| 4) | Summary of Material Change
The Company and Molson Coors Canada announced that they have entered into a definitive agreement to form a joint venture to pursue opportunities to develop non-alcoholic, cannabis-infused beverages for the Canadian market following legalization. | |
| 5) | Full Description of Material Change
The Company and Molson Coors Canada, the Canadian business unit of Molson Coors Brewing Company (NYSE: TAP; TSX: TPX), announced that they have entered into a definitive agreement to form a joint venture to pursue opportunities to develop non-alcoholic, cannabis-infused beverages for the Canadian market following legalization. The joint venture will be structured as a standalone start-up company with its own board of directors and an independent management team. Molson Coors Canada will have a 57.5% controlling interest in the JV, with HEXO having the remaining ownership interest. The new company will combine the proven beverage experience of Canada’s leading brewer with a recognized innovator in the fast-growing cannabis sector to explore the highly anticipated consumable cannabis market, which is expected to be legally permissible in Canada in 2019.
Closing of the transaction, which is targeted to occur before September 30, 2018, is subject to the satisfaction of certain conditions, including execution and delivery of various transaction agreements, including governance documents and R&D and supply agreements. In connection with the closing of the transaction, subject to the final approval of the Toronto Stock Exchange, HEXO will issue to Molson Coors Canada warrants to purchase shares of HEXO. | |
| 6) | Reliance on Section 7.1(2) of National Instrument 51-102
Not Applicable. | |
| 7) | Omitted Information
Not Applicable. | |
| 8) | Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Ed Chaplin, Chief Financial Officer 1-866-438-THCX (8429) invest@THCX.com | |
| 9) | Date of Report
August 3, 2018 | |
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Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company
HEXO Corp. (the “Company”) 490 Boul. St-Joseph, Suite 204 Gatineau, Quebec J8Y 3Y7 | |
| 2. | Date of Material Change | |
| August 29, 2018 | ||
| 3. | News Release
A news release dated August 29, 2018 was disseminated through the facilities of Globe Newswire and was filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”). A copy of the news release is available under the Company’s profile on SEDAR at www.sedar.com. | |
| 4. | Summary of Material Change
The Company announced on August 29, 2018 that it changed its corporate name from “The Hydropothecary Corporation” to “HEXO Corp.” | |
| 5. | Full Description of Material Change
The Company announced on August 29, 2018 that it changed its corporate name from “The Hydropothecary Corporation” to “HEXO Corp.”
At a special meeting of shareholders of the Company held on August 28, 2018 (the “Special Meeting”), shareholders representing 99% of votes cast approved an amendment to the Company’s articles to effect the name change.
The Company’s common shares and common share purchase warrants having an expiry date of January 30, 2020 commenced trading on the Toronto Stock Exchange under the new name “HEXO Corp.” on September 5, 2018. The common shares and common share purchase warrants continue to trade on the Toronto Stock Exchange under the trading symbols HEXO and HEXO.WT, respectively. | |
| 6. | Reliance on Section 7.1(2) of National Instrument 51-102
Not Applicable. | |
| 7. | Omitted Information
Not Applicable. | |
| 8. | Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Ed Chaplin, Chief Financial Officer 1-866-438-THCX (8429) invest@THCX.com | |
| 9. | Date of Report
September 5, 2018 | |
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Exhibit 99.3
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
HEXO Corp. (the “Company”)
490 Boul. St-Joseph, Suite 204
Gatineau, Québec
J8Y 3W9
| 2. | Date of Material Change |
October 4, 2018
| 3. | News Release |
A news release dated October 4, 2018 was disseminated through the facilities of CNW and was filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”). A copy of the news release is available under the Company’s profile on SEDAR at www.sedar.com.
| 4. | Summary of Material Change |
The Company and Molson Coors Canada announced that they have closed the transaction announced on August 1, 2018, to form a joint venture to pursue opportunities to develop non-alcoholic, cannabis-infused beverages for the Canadian market following legalization.
| 5. | Full Description of Material Change |
The Company and Molson Coors Canada, the Canadian business unit of Molson Coors Brewing Company (NYSE: TAP; TSX: TPX) announced that they have closed the transaction announced on August 1, 2018, to form a joint venture to pursue opportunities to develop non-alcoholic, cannabis-infused beverages for the Canadian market following legalization.
The joint venture, Truss, will be led by former Molson Coors executive, Brett Vye, in the role of Chief Executive Officer. Vye will report to the Truss board of directors consisting of three members appointed by MCC and two members appointed by the Company.
Vye brings a decade of experience in leading successful brand building and integration efforts, as well as executing long-term growth strategies. Vye served as the Chief Commercial and Strategy Officer for the fast-growing International division of Molson Coors from 2015 to September 2018. Previously, he served as Chief Commercial Officer of Global License and as Managing Director of IOP Sales at Molson Coors. Vye has also worked in a number of commercial roles internationally for Colgate Palmolive/Hills Pet Nutrition.
Truss is structured as a standalone company with its own board of directors and independent management team. MCC has a 57.5% controlling interest with the Company holding the remaining 42.5%. The five member board of directors for the joint venture will initially comprise Frederic Landtmeters, President and CEO of MCC; Paul Holden, VP of Legal and Industry Affairs of MCC; Scott Cooper, VP, Global Innovation of Molson Coors (Chairman of the Truss Board); Sebastien St-Louis, CEO and co-founder of the Company, and Ed Chaplin, CFO of the Company.
In connection with the closing of the transaction, the Company has issued to MCC 11,500,000 warrants, each of which is exercisable to purchase one common share of the Company at an exercise price of $6.00 for a period of 3 years.
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| 6. | Reliance on Section 7.1(2) of National Instrument 51-102 |
Not Applicable.
| 7. | Omitted Information |
Not Applicable.
| 8. | Executive Officer |
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Ed Chaplin, Chief Financial Officer
1-866-438-THCX (8429)
invest@THCX.com
| 9. | Date of Report |
October 15, 2018