UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 40-F/A (Amendment No. 5)    ☐
Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or  ☒
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 ofIncorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. EmployerIdentification No.) 3000 Solandt Rd Ottawa, Ontario Canada
K2K 2X2 1-(866) 438-8429 (Address and telephone number of Registrants principal executive offices) CT Corporation System 1015 15th Street 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:

TradingSymbol(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:  ☒Annual Information Form

☒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. ☒  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). ☒  Yes            ☐  No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange
Act. ☒  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 extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




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EXPLANATORY NOTE This Amendment No. 5 on Form 40-F/A (this Amendment) for the year ended July 31, 2019 is
being filed for the purpose of filing an amended Managements Discussion and Analysis of HEXO Corp. (the Company) for the fiscal year ended July 31, 2019 (the Amended MD&A), following a continuous
disclosure review by the Ontario Securities Commission of the Companys Managements Discussion and Analysis for the year ended July 31, 2019 included in the Companys previously filed Form
40-F for the year ended July 31, 2019, as amended prior hereto (the Prior Filing). In
particular, among other changes, the Amended MD&A has been revised:  

to clarify and provide additional disclosure about the Companys facilities including its plans for the
facilities, the status of facilities including construction and licensing, and incurred and expected additional capital expenditures in respect of the facilities;  

to clarify and provide additional disclosure regarding the Companys impairments and write-offs of
inventory, including related events, risks, and uncertainties that the Company reasonably believes may materially affect its future performance;  

to clarify and provide additional disclosure regarding the Companys supply contract with Quebecs
Société québécoise du cannabis (the SQDC) including details of the Companys right under the contract for the sale of 20,000 kg to the SQDC during the first year of the contract;  

to provide additional disclosure about how the Company has used proceeds from certain financings;  

to clarify and provide additional disclosure regarding the Companys use of
non-IFRS financial measures; and  

to clarify that the suspension of operations at the Companys Niagara, Ontario facility in October 2019 was
completed, as previously disclosed by the Company, as part of its cost-cutting measures to rightsize its operations given current market conditions and over-capacity in the market and with a view to profitability and sustainability. Additionally, pursuant to the rules of the U.S. Securities and Exchange Commission (SEC), this Amendment also
contains (i) new certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), and (ii) new certifications required by Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act. 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 Prior Filing nor does this Amendment reflect any events that have occurred after the filing date of the Prior Filing. The filing of this Amendment shall not be deemed an admission that the Prior Filing, when made, included any
known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading. MANAGEMENTS DISCUSSION AND ANALYSIS The Companys amended Managements Discussion and Analysis for the fiscal year ended July 31, 2019 is filed as Exhibit 99.3 to this Amendment,
and is incorporated by reference herein.




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OFF-BALANCE SHEET ARRANGEMENTS Please see the section entitled Off-Balance Sheet Arrangements and Contractual Obligations at page 36 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: March 20, 2020





/s/ Sebastien St-LouisName: Sebastien St-LouisTitle: President and Chief Executive Officer




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EXHIBIT INDEX  Exhibit No.

Exhibit Description99.1*

Annual Information Form for the year ended July 31, 201999.2*

Restated audited consolidated financial statements for the year ended July 
31, 2019 together with the report of the independent auditors thereon99.3

Amended Managements Discussion and Analysis for the year ended July 31, 201999.4

Certificate of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act99.5

Certificate of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act99.6

Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.7

Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.8*

Consent of MNP LLP99.9*

Amended Annual Report for the year ended July 31, 2019101.INS*

XBRL Instance101.SCH*

XBRL Taxonomy Extension Schema101.CAL*

XBRL Taxonomy Extension Calculation Linkbase101.DEF*

XBRL Taxonomy Extension Definition Linkbase101.LAB*

XBRL Taxonomy Extension Label Linkbase101.PRE*

XBRL Taxonomy Extension Presentation Linkbase  *
As previously filed