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 registrants 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 99.2 included with this Report is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 of HEXO Corp. (File No. 333-228924).
Exhibit |
Description |
|
99.1 | Report of Voting Results dated December 14, 2020 | |
99.2 | Material Change Report dated December 23, 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 23, 2020 | /s/ Sebastien St-Louis | |
Chief Executive Officer |
Exhibit 99.1
HEXO Corp.
Annual Meeting of Shareholders
December 11, 2020
REPORT ON VOTING RESULTS
Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations
Following the annual and special meeting of shareholders of HEXO Corp. (the Corporation) held on December 11, 2020 (the Meeting), in accordance with Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting:
1. |
Election of Directors |
At the Meeting, each of Vincent Chiara, Jason Ewart, Emilio Imbriglio, Adam Miron, Dr. Michael Munzar and Sébastien St-Louis were elected as directors of the Corporation.
Name of Nominee | Votes For | % | Votes Withheld | % | ||||
Vincent Chiara | 80,620,953 | 93.30 | 5,789,467 | 6.70 | ||||
Jason Ewart | 80,474,708 | 93.13 | 5,935,712 | 6.87 | ||||
Emilio Imbriglio | 82,458,808 | 95.43 | 3,951,612 | 4.57 | ||||
Adam Miron | 79,993,499 | 92.57 | 6,416,921 | 7.43 | ||||
Dr. Michael Munzar | 82,392,001 | 95.35 | 4,018,419 | 4.65 | ||||
Sébastien St-Louis | 80,038,067 | 92.63 | 6,372,353 | 7.38 |
2. |
Appointment of Auditor |
At the Meeting, shareholders approved the appointment of Pricewaterhouse Coopers LLP as the auditor of the Corporation for the ensuing year.
Votes For | % | Votes Withheld | % | |||
167,980,548 | 96.01 | 6,988,155 | 3.99 |
3. |
Share Consolidation |
At the Meeting, shareholders approved the consolidation of the issued and outstanding common shares of the Corporation on the basis of four (4) old common shares for one (1) new common share.
Votes For | % | Votes Against | % | |||
72,401,777 | 83.79 | 14,009,343 | 16.21 |
For additional information, please see the Corporations Information Circular filed in connection with the Meeting, which is available on SEDAR at www.sedar.com.
Dated this 14th day of December, 2020.
HEXO CORP. |
(signed) Trent MacDonald |
Trent MacDonald |
Chief Financial Officer |
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
1. |
Name and Address of Company |
HEXO Corp. (the Company)
3000 Solandt Road
Ottawa, Ontario K2K 2X2
2. |
Date of Material Change |
December 17, 2020
3. |
News Release |
A news release dated December 18, 2020 was disseminated through the facilities of GlobeNewswire and was filed on the System for Electronic Document Analysis and Retrieval (SEDAR). A copy of the news release is available under the Companys profile on SEDAR at www.sedar.com.
4. |
Summary of Material Change |
The Company announced that, following shareholder approval of the previously announced consolidation of its issued and outstanding common shares (the Shares) on the basis of four (4) old Shares for one (1) new Share (the Consolidation) at its annual and special meeting of shareholders held on December 11, 2020, it has filed articles of amendment implementing the Consolidation.
5. |
Full Description of Material Change |
The Company announced that, following shareholder approval of the previously announced Consolidation at its annual and special meeting of shareholders held on December 11, 2020, it has filed articles of amendment implementing the Consolidation.
Notice of the Consolidation has been provided to the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). The Shares will continue to be listed on the TSX and the NYSE under the symbol HEXO, and the Shares began trading on a post-Consolidation basis on the TSX and NYSE on December 23, 2020. Following the Consolidation, the new CUSIP number for the Shares is 428304307 and the new ISIN for the Shares is CA4283043079.
As a result of the Consolidation, the 488,650,748 Shares issued and outstanding prior to the Consolidation have been reduced to approximately 122,162,687 Shares (disregarding the treatment of any resulting fractional shares). Each shareholders percentage ownership in the Company and proportional voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any resulting fractional Shares. The Company will not be issuing fractional post-Consolidation Shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Share, the number of post-Consolidation Shares issued to such shareholder shall be rounded up or down to the nearest whole number of Shares. Fractional interests of 0.5 or greater will be rounded up
- 2 -
to the nearest whole number of Shares and fractional interests of less than 0.5 will be rounded down to the nearest whole number of Shares.
The Companys transfer agent, TSX Trust Company (TSX Trust), will act as the exchange agent for the Consolidation. In connection with the Consolidation, TSX Trust has sent a letter of transmittal to registered shareholders which will enable them to exchange their old share certificates for new share certificates, or alternatively, a Direct Registration System (DRS) Advice/Statement, representing the number of new post-Consolidation Shares they hold, in accordance with the instructions provided in the letter of transmittal. Registered shareholders will be able to obtain additional copies of the letter of transmittal through TSX Trust. Until surrendered, each share certificate representing pre-Consolidation Shares will represent the number of whole post-Consolidation Shares to which the holder is entitled as a result of the Consolidation.
Non-registered beneficial holders holding their Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) will not need to complete a letter of transmittal and should note that such intermediaries may have specific procedures for processing the Consolidation. Shareholders holding their Shares through such an intermediary and who have any questions in this regard are encouraged to contact their intermediary.
The exercise or conversion price and the number of Shares issuable under any of the Companys outstanding warrants, convertible debentures, stock options and other securities exercisable for or convertible into Shares will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.
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:
Sébastien St-Louis, President and Chief Executive Officer
1-866-438-8429
invest@HEXO.com
9. |
Date of Report |
December 23, 2020