HEXO Corp. (NASDAQ:HEXO) (TSX:HEXO) has established an at-the-market equity program that allows the company to issue and sell up to $40 million of common shares in company capital from the treasury to the public, from time to time, at the company’s discretion.
All common shares sold under the ATM Program will be made through “at-the-market distributions” as defined in the Canadian Securities Administrators’ National Instrument 44-102 - Shelf Distributions, including sales made through the Toronto Stock Exchange, NASDAQ Capital Markets or any other recognized marketplace on which the common shares are listed, quoted or otherwise traded in Canada and the United States.
Distributions of the common shares under the ATM Program will be made pursuant to the terms of an equity distribution agreement dated May 2, 2022 entered into among the company and Canaccord Genuity (OTCPK: CCORF).
The ATM program replaces the “at-the-market” offering of common shares in Canada and the U.S having an aggregate sale price of up to CA$150 million ($116.92 million) pursuant to the equity distribution agreement dated May 11, 2021 between the company and BMO Nesbitt Burns Inc. as Canadian agent and A.G.P./Alliance Global Partners and BMO Capital Markets Corp. as United States agents, which was terminated effective April 11, 2022. The company terminated the previous ATM offering and ATM agreement with previous ATM agents in order to proceed with the offering with the agents.
The volume and timing of distributions under the ATM program, if any, will be determined in the company’s sole discretion. The common shares will be distributed at the market prices prevailing at the time of each sale and, as a result, prices may vary as between purchasers and during the period of the ATM program. The ATM program will be effective until the earlier of the issuance and sale of all of the common shares issuable pursuant to the ATM program and June 10, 2023, unless terminated prior to such date by the company or the agents in accordance with the terms of the distribution agreement.
The company intends to use the net proceeds from the ATM program for working capital and funding its operating activities, provided that any proceeds received by the company that are in excess of $30 million shall be applied to cover the company’s obligation under the transaction agreement entered into on April 11, 2022 between the company, HT Investments MA LLC and Tilray Brands, Inc. (NASDAQ:TLRY) to pay the fees of Tilray's financial advisor or other direct or indirect costs and expenses.
The offering of common shares under the ATM Program is qualified by a prospectus supplement dated May 2, 2022 to the company’s Canadian amended and restated short form base shelf prospectus dated May 25, 2021 amending and restating the short form base shelf prospectus dated May 7, 2021, each filed with the securities commissions in each of the provinces and territories of Canada, and a prospectus supplement dated April 25, 2022 to the company’s U.S. base shelf prospectus included in its registration statement on Form F-10/A filed with the United States Securities and Exchange Commission on May 21, 2021 amending the registration statement on Form F-10 filed with the United States Securities and Exchange Commission on May 10, 2021. The distribution agreement, the prospectus supplement and the base shelf prospectus are available on the SEDAR.
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