6-K

0001193125-22-197967.txt : 20220720 0001193125-22-197967.hdr.sgml : 20220720 20220720141104 ACCESSION NUMBER: 0001193125-22-197967 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220720 FILED AS OF DATE: 20220720 DATE AS OF CHANGE: 20220720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXO Corp. CENTRAL INDEX KEY: 0001690947 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38781 FILM NUMBER: 221093824 BUSINESS ADDRESS: STREET 1: 120 CHEMIN DE LA RIVE CITY: GATINEAU STATE: A8 ZIP: J8M 1V2 BUSINESS PHONE: 1-844-406-1852 MAIL ADDRESS: STREET 1: 120 CHEMIN DE LA RIVE CITY: GATINEAU STATE: A8 ZIP: J8M 1V2 FORMER COMPANY: FORMER CONFORMED NAME: Hydropothecary Corp DATE OF NAME CHANGE: 20161128 6-K 1 d369788d6k.htm 6-K 6-K

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 July 2022

Commission File Number: 001-38781

HEXO Corp.

(Translation of registrant’s name into English)

120 chemin de la Rive

Gatineau, Québec, Canada J8M 1V2

(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

Exhibit 99.1 included with this Report on Form 6-K is hereby incorporated by reference into (i) the Registration Statement on Form F-10 of HEXO Corp. and HEXO Operations Inc. (File No. 333-256131), and (ii) the Registration Statement on Form F-10 of HEXO Corp. (File No. 333-255264).


Exhibit		Description

99.1		Material change report dated July 18, 2022

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: July 20, 2022		/s/ Charlie Bowman
		Acting President and Chief Executive Officer

EX-99.1 2 d369788dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1.	Name and Address of Company

HEXO Corp. (the “Company” or “HEXO”)

120 Chemin de la Rive

Gatineau, Québec, J8M 1V2

2.	Date of Material Change

July 12, 2022

3.	News Releases

A news release dated July 12, 2022 was disseminated through the facilities of GlobeNewswire and 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

On July 12, 2022, the Company completed its previously announced transaction with Tilray Brands, Inc. (“Tilray Brands”) and HT Investments MA LLC (“HTI”).

5.	Full Description of Material Change

Pursuant to a transaction agreement dated April 11, 2022 and amended pursuant to an amending agreement dated June 14, 2022 (together, as amended, the “Transaction Agreement”) among HEXO, Tilray Brands and HTI, the terms of the outstanding senior secured convertible note (the “Note”) originally issued by HEXO to HTI were amended and restated (the “Amended Note”) and the Note was immediately thereafter assigned to Tilray Brands pursuant to the terms of an amended and restated assignment and assumption agreement dated June 14, 2022 (together with the Transaction Agreement and the Amended Note, the “Transaction”).

Pursuant to the terms of the Transaction Agreement, Tilray Brands acquired 100% of the remaining outstanding principal balance of US$173.7 million of the Amended Note. The purchase price paid by Tilray Brands to HTI for the Amended Note was US$155 million, reflecting a 10.8% discount on the outstanding principal amount. As consideration for the Amended Note, HEXO issued 56,100,000 common shares and 11,674,266 rights exercisable for common shares to HTI, representing (x) 12% of the outstanding principal of the Amended Note at the closing, divided by (y) CAD$0.40. Pursuant to the Transaction Agreement, Tilray Brands has nominated Denise Faltischek and Roger Savell to HEXO’s board of directors. Tilray Brands is also entitled to an observer on HEXO’s board of directors.

The conversion price of the Amended Note of CAD$0.40 per share implies that, as of July 11, 2022, Tilray Brands would have the right to convert the Amended Note into approximately 48% of the outstanding common stock of HEXO (on a non-diluted basis). HEXO did not receive any proceeds as a result of Tilray Brands’ purchase of the Amended Note from HTI.

HEXO and Tilray Brands also entered into certain commercial agreements, providing the two companies with cost saving synergies and production efficiencies (the “Commercial Agreements”). The Commercial Agreements are expected to create significant efficiencies, with a target combined cost savings of up to US$80 million within two years to be shared equally between the two companies.

Further information regarding the Transaction and the Commercial Agreements are set forth in the materials filed under the Company’s profile on SEDAR at www.sedar.com.

6.	Reliance on subsection 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:

Charlie Bowman, Acting President & Chief Executive Officer

(336) 399-3565

invest@HEXO.com

9.	Date of Report

July 18, 2022.