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 January 2023

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

Exhibits 99.1 through 99.5 included with this Report on Form 6-K are 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	Notice of Change of Auditor dated January 9, 2023
99.2	Letter from Macias Gini & O’Connell LLP, Certified Public Accountants dated January 11, 2023
99.3	Letter from PricewaterhouseCoopers LLP, Chartered Professional Accountants dated January 12, 2023
99.4	Amended and Restated Notice of Annual Meeting of Shareholders dated January 12, 2023 in respect of the registrant’s annual meeting of shareholders scheduled to be held on January 31, 2023
99.5	Supplement dated January 12, 2023 to the Management Information Circular dated December  14, 2022 in respect of the registrant’s annual meeting of shareholders scheduled to be held on January 31, 2023

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: January 13, 2023	/s/ Julius Ivancsits
	Chief Financial Officer

EX-99.1

Exhibit 99.1

HEXO Corp.

(the “Corporation”)

NOTICE OF CHANGE OF AUDITOR

(National Instrument 51-102)

TO: PricewaterhouseCoopers LLP, Chartered Professional Accountants

AND TO:  Macias Gini & O’Connell LLP, Certified Public Accountants

AND TO: Autorité des marchés financiers

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

New Brunswick Financial and Consumer Services Commission

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Government of Prince Edward Island

Service NL, Financial Services Regulation Division

Office of the Superintendent of Securities, Government of the Northwest Territories

Office of the Superintendent of Securities, Government of Nunavut

Office of the Superintendent of Securities, Government of Yukon

HEXO Corp. (the “Corporation”) hereby gives the following notice of a change of auditor of the Corporation in accordance with Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”):

1. On October 11, 2022 (the “Resignation Date”), PricewaterhouseCoopers LLP, Chartered Professional Accountants (the “Predecessor Auditor”), notified the Corporation of the former’s decision, at its own initiative, to decline to stand for re-appointment as the Corporation’s auditor following the issuance of its auditor’s report on the Corporation’s consolidated financial statements for the financial year ending July 31, 2022.

2. The board of directors of the Corporation (the “Board”) as well as the audit committee of the Board have considered such decision of the Predecessor Auditor to decline to stand for re-appointment as the Corporation’s auditor.

3. On January 9, 2023 (the “Appointment Date”), the Corporation appointed Macias Gini & O’Connell LLP, Certified Public Accountants (the “Successor Auditor”) to replace the Predecessor Auditor as auditor of the Corporation. The appointment of the Successor Auditor has been considered and approved by the Board as well as the audit committee of the Board.

4. There are no modified opinions expressed in the Predecessor Auditor’s reports in connection with the audits of the Corporation’s two most recently completed financial years ended July 31, 2021 and 2022. There have been no further audits of financial statements subsequent to the Corporation’s most recently completed fiscal year and ending on the date of the Predecessor Auditor’s resignation.

5. There have been no “reportable events” (as defined in Section 4.11 of NI 51-102) as at the Resignation Date nor between the Resignation Date and the Appointment Date.

DATED this 9^th day of January, 2023.

HEXO CORP.
Per:	(signed) “Julius Ivancsits”
	Julius Ivancsits
	Chief Financial Officer

EX-99.2

Exhibit 99.2

January 11, 2023

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers (Québec)

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Financial Services Regulation Division, Service Newfoundland and Labrador

Office of the Superintendent of Securities (Government of Prince Edward Island)

Office of the Superintendent of Securities (Government of the Northwest Territories)

Office of the Superintendent of Securities (Government of Yukon)

Office of the Superintendent of Securities (Government of Nunavut)

Dear Ladies and Gentlemen:

We have read the statements made by HEXO Corp. in the attached copy of change of auditor’s notice dated January 9, 2023, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated January 9, 2023.

Sincerely,

San Jose, California

Macias Gini & O’Connell LLP 60 South Market Street, Suite 1500 San Jose, CA 95113 www.mgocpa.com

EX-99.3

Exhibit 99.3

January 12, 2023

Ms. Hélène F. Fortin

Chair of the Audit Committee

HEXO Corp.

120 Chem. de la Rive

Gatineau QC J8M 1V2

Dear Ms. Fortin

Enclosed is our response to the change of auditor notice dated January 9, 2023 which you have provided to us on the appointment of a successor auditor in accordance with National Instrument 51-102. We understand that this letter will be reviewed and approved by the Audit Committee or Board of Directors, filed with the relevant regulator or securities regulatory authority prior to January 23, 2023, and included in the information circular accompanying the notice of any meeting of shareholders at which action is to be taken concerning a change in auditor.

Yours very truly,

Chartered Professional Accountants

Encl.

PricewaterhouseCoopers LLP

99 Bank Street, Suite 710, Ottawa, Ontario, Canada K1P 1E4

T: +1 613 237 3702, F: +1 613 237 3963

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

January 12, 2023

To:

British Columbia Securities Commission Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers (Québec)

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Service Newfoundland & Labrador

Office of the Superintendent of Securities (Prince Edward Island)

Office of the Superintendent of Securities, Northwest Territories

Office of the Yukon Superintendent of Securities

Office of the Superintendent of Securities Nunavut

We have read the statements made by HEXO Corp. in the attached copy of change of auditor notice dated January 9, 2023, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated January 9, 2023.

Yours very truly,

Chartered Professional Accountants

PricewaterhouseCoopers LLP

99 Bank Street, Suite 710, Ottawa, Ontario, Canada K1P 1E4

T: +1 613 237 3702, F: +1 613 237 3963

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

EX-99.4

Exhibit 99.4

HEXO CORP.

AMENDED AND RESTATED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

This is an amended and restated notice of meeting in respect of the annual meeting of shareholders of HEXO Corp. (the “Corporation”) scheduled to be held on January 31, 2023 (the “Meeting”). The sole item added to the original notice of meeting is new item 2 below regarding the proposed appointment of a new auditor and the authorization for directors to fix the new auditor’s remuneration. As such, this amended and restated notice replaces and supersedes the original notice of meeting dated December 14, 2022. All capitalized terms used but not defined herein have the meanings given to them in the original notice of meeting and information circular of the Corporation dated December 14, 2022.

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Common Shares”) of HEXO Corp. (the “Corporation”) will be held on Tuesday, January 31, 2023 at 10:00 a.m. (EST) for the following purposes:

1. to receive the audited financial statements of the Corporation for the year ended July 31, 2022, together with the former auditors’ report thereon;

2. to appoint Macias Gini & O’Connell LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration of the auditors;

3. to elect the directors of the Corporation for the ensuing year; and

4. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Information relating to the matters to be brought before the Meeting is set forth in the Circular, as amended or supplemented.

The Board of Directors of the Corporation has fixed December 22, 2022, as the record date for the Meeting. Shareholders of record at the close of business on this date are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) or postponement(s) thereof on the basis of one vote for each Common Share held.

The Corporation is holding the Meeting as a virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person.

To address potential issues arising from the unprecedented public health impact of the novel coronavirus (COVID-19), comply with applicable public health directives that may be in force at the time of the Meeting, and to limit and mitigate risks to the health and safety of our Shareholders, directors, officers, employees, other stakeholders and communities, we will be holding the Meeting in a virtual-only format. Shareholders will not need to, or be able to, physically attend the Meeting. Registered Shareholders and duly appointed proxyholders are entitled to vote at the Meeting either by attending virtually or by submitting a form of proxy.

Proxies must be deposited with TSX Trust Company not later than 4:00 p.m. (EST) on Friday, January 27, 2023, or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such reconvened meeting or any adjournment or postponement thereof. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.

In order to attend, participate in or vote at the Meeting (including to vote or ask questions at the Meeting), registered Shareholders and duly appointed proxyholders must have a valid username. Guests are welcome to attend and listen to the live webcast, but will be unable to participate in or vote at the Meeting. To join as a guest, please visit the Meeting online at https://virtual-meetings.tsxtrust.com/1420 and select “Join as a Guest” when prompted.

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Registered Shareholders: Registered Shareholders may attend, participate in and vote at the Meeting. Registered Shareholders and duly appointed proxyholders will be able to access the Meeting at https://virtualmeetings.tsxtrust.com/1420. Registered Shareholders may enter the Meeting by clicking “I have a control number” and entering a username and password before the start of the Meeting. The 12-digit control number is located on your form of proxy. The password for the Meeting is “hexo2023” (case sensitive). If as a registered Shareholder you use your control number to access the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided with the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wish to revoke a previously submitted proxy, you will not be able to participate at the Meeting online and can only attend the meeting as a guest.

Duly Appointed Proxyholders: Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting (including non-registered Shareholders who have appointed themselves as proxyholder to attend, participate in or vote at the Meeting) MUST submit their duly completed proxy or voting instruction form, as applicable, AND register the proxyholder in advance of the proxy cut-off at 4:00 p.m. (EDT) on Friday, January 27, 2023 or, if the Meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date at which the Meeting is reconvened. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice. Following registration of a proxyholder, the Corporation’s transfer agent, TSX Trust Company (the “Transfer Agent”), will provide duly appointed proxyholders with a 12-digit control number by e-mail after the voting deadline has passed. The password for the Meeting is “hexo2023” (case sensitive).

Non-Registered Shareholders: Non-registered Shareholders (being beneficial Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest and view the webcast but will not be able to participate in or vote at the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting virtually, please exercise your right to vote by completing, signing, dating and returning the accompanying form of proxy to the Transfer Agent, as soon as possible, so that as large a representation as possible may be had at the Meeting. To be valid, completed proxy forms must be signed, dated and deposited with TSX Trust Company using one of the following methods:

By Mail Delivery Using the Mail Return Envelope Provided by TSX Trust Company:	TSX Trust Company Suite 301, 100 Adelaide Street West Toronto, Ontario M5H 4H1
By Facsimile:	416-595-9593
By Internet:	www.voteproxyonline.com You will need to provide your 12 digit control number (located on the form of proxy accompanying this Circular)

If a Shareholder receives more than one form of proxy because such Shareholder owns Common Shares registered in different names or addresses, each form of proxy should be completed and returned.

If you receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of Common Shares (the “Non-Registered Shareholders”) and for registered Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the Internet in accordance with the notice-and-access rules adopted

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by the Canadian Securities Administrators under National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, registered Shareholders will receive a form of proxy and Non-Registered Shareholders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this Notice, the Circular, the form of proxy, and other meeting materials (collectively the “Meeting Materials”), Shareholders will receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Corporation will not be adopting stratification procedures in relation to the use of notice-and-access provisions.

Websites Where Meeting Materials Are Posted

Meeting Materials can be viewed online under the Corporation’s profile on SEDAR at www.sedar.com, EDGAR at www.sec.gov or at https://docs.tsxtrust.com/2092, the website for the Meeting Materials maintained by the Corporation’s transfer agent and registrar, TSX Trust Company. The Meeting Materials will remain posted on TSX Trust Company’s website at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on TSX Trust Company’s website. In order to receive a paper copy of the Meeting Materials, or if you have questions concerning notice-and-access, please call or email the Corporation’s transfer agent and registrar, TSX Trust Company, toll free at 1-866-600- 5869 or TMXEInvestorServices@tmx.com. Requests should be received by January 20, 2023 in order to receive the Meeting Materials in advance of the Meeting.

The Circular, as amended or supplemented, provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice. Additional information about the Corporation and its consolidated financial statements are also available under the Corporation’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

DATED at Gatineau, Québec this 12^th day of January, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Charlie Bowman”

Charlie Bowman

President and Chief Executive Officer

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EX-99.5

Exhibit 99.5

SUPPLEMENT DATED JANUARY 12, 2023 TO MANAGEMENT INFORMATION CIRCULAR DATED

DECEMBER 14, 2022 IN RESPECT OF THE ANNUAL MEETING OF SHAREHOLDERS OF

HEXO CORP. TO BE HELD ON JANUARY 31, 2023

The management information circular dated December 14, 2022 (the “Circular”) of HEXO Corp. (the “Corporation”) prepared in connection with the annual meeting of shareholders of the Corporation to be held on January 31, 2023 (the “Meeting”) is hereby amended and supplemented as set out below. All defined terms used in this supplement (the “Supplement”) and not otherwise defined shall have the respective meanings ascribed to them in the Circular, which is available under the Corporation’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Other than as set out in this Supplement, the Circular remains in full force and effect, unamended.

APPOINTMENT OF AUDITOR

The Circular provided that, at the Meeting, the Shareholders would not be requested to appoint an auditor of the Corporation for the ensuing year, nor to authorize the directors to fix its remuneration, since the Corporation did not have an audit firm to be proposed as the auditor as at the date of the Circular.

PricewaterhouseCoopers LLP (the “Former Auditor”) was previously the auditor of the Corporation beginning on its appointment by the Corporation effective January 31, 2020. On October 11, 2022 (the “Resignation Date”), the Former Auditor notified the Corporation of its decision, at its own initiative, to decline to stand for re-appointment as the Corporation’s auditor following the issuance of its auditor’s report on the Corporation’s consolidated financial statements for the financial year ending July 31, 2022. In accordance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”), a change of auditor notice and the Former Auditor’s acknowledgment letter were filed under HEXO’s profile on SEDAR on October 25, 2022. There were no “reportable events” (within the meaning of NI 51-102) involving the Former Auditor.

Following the Resignation Date, the Corporation’s Audit Committee and Board of Directors have worked diligently to select an appropriate successor auditing firm to be forthwith appointed by the Board of Directors of the Corporation as auditor of the Corporation and to propose that Shareholders appoint such firm as the auditor of the Corporation for the financial year ending July 31, 2023. The firm selected by the Corporation’s Audit Committee and Board of Directors is Macias Gini & O’Connell LLP (“MGO” or the “Successor Auditor”).

Among other factors and reasons, upon recommendation of the Audit Committee, the Corporation’s Board of Directors decided to select and appoint MGO as the Successor Auditor and recommends that Shareholders vote in favour of the appointment of MGO as the auditor of the Corporation for the financial year ending July 31, 2023 at the Meeting. The factors considered by the Audit Committee and the Board of Directors in recommending, selecting and appointing MGO s Successor Auditor included, among others, MGO’s expertise in the U.S. cannabis market as well as its core auditing competencies under U.S. GAAP given the Corporation’s continued belief that the U.S. cannabis market represents a significant opportunity for the Corporation to create a global company as well as its covenant in favour of Tilray Brands Inc. under its Amended Senior Secured Note to use reasonable commercial efforts to convert the accounting standards it uses to prepare its financial statements to generally accepted accounting standards used by public company issuers in the United States of America (i.e. U.S. GAAP) for the financial year ending July 31, 2023 and its covenant to convert to U.S. GAAP for all reporting periods commencing on or after August 1, 2023.

A change of auditor notice, an acknowledgment letter from the Successor Auditor and an updated acknowledgment letter from the Former Auditor were filed under the Corporation’s profile on SEDAR on the date of this Supplement. There were no “reportable events” (within the meaning of NI 51-102) involving the Former Auditor between the Resignation Date and the date of this Supplement.

At the Meeting, Shareholders will be requested to reappoint MGO as auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed, and to authorize the directors to fix the auditors’ remuneration. In order for the resolution to be passed, approval by not less than a majority of the votes cast by the Shareholders present virtually, or represented by proxy, at the Meeting is required. Absent contrary instructions, proxies given pursuant to this solicitation by the management of the Corporation will be voted “FOR” the appointment of MGO as the auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed and the authorization of the directors to fix the remuneration of the auditors.

As the existing form of proxy for the Meeting confers discretionary authority on the persons named in the proxy 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 Corporation will not be distributing an amended form of proxy. The management proxyholders named in the form of proxy for the Meeting will be empowered to exercise such discretionary authority to vote FOR the appointment of MGO as the auditor of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed and to authorize the directors to fix their remuneration. To the extent registered shareholders wish to withhold their votes on the appointment of MGO as auditors and the authorization for directors to determine their remuneration, they should either attend the Meeting virtually and cast a withhold vote on such matter, or appoint a proxyholder to do so on their behalf. Beneficial or non-registered shareholders should contact their custodian, broker or financial intermediary in the event they wish to similarly withhold their votes on the appointment of MGO as auditors.

The contents and filing of this Supplement to the Circular have been approved by the directors of the Corporation.

DATED at Gatineau, Québec this 12^th day of January, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Charlie Bowman”

Charlie Bowman

President and Chief Executive Officer