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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F/A(Amendment No. 1)

[ ] Registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934 or [X] 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 of | (Primary Standard Industrial | (I.R.S. Employer   
|                                   | Classification               |                    
|Incorporation or Organization)     | Code Number)                 | Identification No.)

|490 Boulevard Saint-Joseph, Suite 204                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gatineau, Québec                                                                                                                                                                                       
|Canada J8Y 3Y7                                                                                                                                                                                         
|1-(844) 406-1852                                                                                                                                                                                       
|(Address and telephone number of Registrants principal
      executive offices)                                                                                                                       
|                                                                                                                                                                                                       
|CT Corporation System                                                                                                                                                                                  
|1015 15thStreet 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:        | Trading Symbol(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:

|[X] Annual Information Form | [X] 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.[ X ] Yes
[ ] No

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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).[X] Yes [ ] No

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 12b-2 of the Exchange Act. [X] 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 transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. [ ]

EXPLANATORY NOTE

This Amendment No. 1 on Form 40-F/A (this "Amendment")
amends the Annual Report on Form 40-F of HEXO Corp. (the "Company")
originally filed with the Securities and Exchange Commission ("SEC") on
October 29, 2019 (the "Original Annual Report") in order to (i) file
amended audited consolidated financial statements of the Company for the year
ended July 31, 2019 to include a reclassification between operating activities
and financing activities within the Consolidated Statement of Cash Flows, (ii)
file an amended Managements Discussion and Analysis for the year ended March
31, 2019 to make certain conforming changes based on the aforementioned
amendment to the audited consolidated financial statements, and (iii) file an
amended Annual Report for the year ended July 31, 2019 based on the amendments
described in (i) and (ii).

Additionally, pursuant to the rules of the 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"), (ii) new certifications required by Rule 13a-14(b) or
Rule 15d-14(b) under the Exchange Act, and (iii) a new consent from the
Companys independent registered public accounting firm.

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 Original Annual Report nor does this Amendment
reflect any events that have occurred after the Original Annual Report was
filed. Accordingly, this Amendment should be read in conjunction with the
Original Annual Report.

AUDITED ANNUAL FINANCIAL STATEMENTS

The amended audited consolidated financial statements of the
Company for the year ended July 31, 2019, including the report of the
independent auditors thereon, are filed as Exhibit 99.2 to this Amendment, and
are incorporated by reference herein.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Companys amended Managements Discussion and Analysis for
the year ended July 31, 2019 is filed as Exhibit 99.3 to this Amendment, and is
incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

Please see the section entitled "Off-Balance Sheet Arrangements
and Contractual Obligations" at page 32 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.

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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: October 31, 2019 | /s/
      Sebastien St-Louis                
|                       | Name: Sebastien St-Louis                    
|                       | Title: President and Chief Executive Officer

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EXHIBIT INDEX

|Exhibit  | Exhibit Description                                                                                                                                            
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.      |                                                                                                                                                                
|99.1**   | Annual Information Form for the
      year ended July 31, 2019                                                                                                 
|99.2     | Audited Consolidated Financial Statements for
      the year ended July 31, 2019 together with the report of the independent
      auditors thereon            
|99.3     | Managements Discussion and
      Analysis for the year ended July 31, 2019                                                                                    
|99.4     | Certificate of the Chief Executive Officer
      pursuant to Rule 13a-14(a) of the Exchange Act                                                                
|99.5     | Certificate of the Chief
      Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act                                                                
|99.6     | 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 2002
|99.7     | 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 2002
|99.8     | Consent of MNP LLP                                                                                                                                             
|99.9     | Annual Report for the year
      ended July 31, 2019                                                                                                           
|101.INS* | XBRL Instance                                                                                                                                                  
|101.SCH* | XBRL Taxonomy Extension Schema                                                                                                                                 
|101.CAL* | XBRL Taxonomy Extension Calculation Linkbase                                                                                                                   
|101.DEF* | XBRL Taxonomy Extension
      Definition Linkbase                                                                                                              
|101.LAB* | XBRL Taxonomy Extension Label Linkbase                                                                                                                         
|101.PRE* | XBRL Taxonomy Extension
      Presentation Linkbase                                                                                                            

* To be filed by amendment. ** As previously filed

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