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 December 2020
Commission File Number: 001-38781
HEXO Corp.
(Translation of registrant’s name into English)
3000 Solandt Road
Ottawa, Ontario, Canada K2K 2X2
(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 the Registration Statement on Form F-10 of HEXO Corp. (File No. 333-228924).
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Exhibit |
Description |
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| 99.1 | Amendment to notice of meeting and management information circular of the registrant dated December 7, 2020 in respect of the registrant’s annual and special meeting of shareholders to be held on December 11, 2020 | |
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: December 7, 2020 | /s/ Sébastien St-Louis | |||
| President and Chief Executive Officer | ||||
Exhibit 99.1
AMENDMENT TO NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IN
RESPECT OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF HEXO CORP. TO
BE HELD ON DECEMBER 11, 2020
This is an amendment (the “Amendment”) to HEXO Corp.’s (the “Corporation”) notice of meeting dated October 28, 2020 (the “Notice of Meeting”) and management information circular dated October 28, 2020 (the “Information Circular”) in respect of its annual and special meeting of shareholders scheduled to be held on December 11, 2020 (the “Meeting”). Except as otherwise expressly provided herein, this amendment is in addition to, and not in replacement of, the original Notice of Meeting and Information Circular.
CONSOLIDATION OF COMMON SHARES
The Notice of Meeting and the Information Circular provided that, at the Meeting, shareholders of the Corporation (the “Shareholders”) would be asked to consider, and if deemed advisable, pass a special resolution authorizing and approving a consolidation of the outstanding common shares of the Corporation (the “Common Shares”) on the basis of eight (8) old Common Shares for one (1) new Common Share, all as more particularly described in the Circular (the “Original Consolidation Ratio”). The purpose of the consolidation is to increase the price of the Common Shares price to regain compliance with the US$1.00 minimum share price continued listing standard of the New York Stock Exchange (“NYSE”). The Corporation believes the Original Consolidation Ratio should be revised downward in light of the recent increase in the trading price of the Common Shares and in order to maintain a liquid share float and reflect the Corporation’s confidence that it can execute on its growth strategy. It is therefore changing the ratio for the proposed consolidation of the Common Shares from the Original Consolidation Ratio to a ratio of four (4) old Common Shares for one (1) new Common Share (the “New Consolidation Ratio”). Accordingly, all references in the Notice of Meeting and the Information Circular to the Original Consolidation Ratio are amended to refer to the New Consolidation Ratio.
The Corporation will not distribute an amended form of proxy in light of the proxy submission deadline of 10:00 a.m. (EST) on December 9, 2020, the fact that the amendment to the consolidation ratio is a downward revision and because the form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting or other matters which may properly come before the Meeting or any adjournment or postponement thereof. The persons named in the form of proxy for the Meeting intend to vote FOR the consolidation of the Common Shares at the New Consolidation Ratio unless the shareholder delivering the proxy has specified in the form of proxy that the Common Shares represented by such form of proxy are to be voted against such resolution.
The contents of this Amendment have been approved by the directors of the Corporation.
DATED effective as of the 7th day of December, 2020.
BY ORDER OF THE BOARD OF DIRECTORS
| (Signed) “Sébastien St-Louis” |
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Sébastien St-Louis President and Chief Executive Officer and Director |