UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F x 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 Commission File Number Aphria Inc. (Exact name of Registrant as specified in its charter) Canada

(Province or other jurisdiction of

incorporation or organization) 2833

(Primary Standard Industrial Classification

Code Number) N/A

(I.R.S. Employer

Identification Number) 265 Talbot St. W.

Leamington, Ontario N8H 4H3

Canada

(844) 427-4742

(Address and telephone number of Registrants principal executive offices) CT Corporation System 1015 15 th 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 or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares, no par value 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: o Annual information form o 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: N/A 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. o Yes o No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). o Yes o 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 x 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. o  The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE Aphria Inc. (the Company, the Registrant) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. FORWARD LOOKING STATEMENTS The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our managements expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words such as expect, likely, may, will, should, intend, or anticipate, potential, proposed, estimate and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions may or will happen, or discussions of strategy, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, including, without limitation, those described in the Companys Annual Information Form for the year ended May 31, 2018 filed as Exhibit 99.3 to this Registration Statement. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrants forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements, except as may be required by applicable securities laws, to reflect any change in circumstances or in managements beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards. PRINCIPAL DOCUMENTS In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.149, inclusive, as set forth in the Exhibit Index attached hereto. In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consents of the experts named in the foregoing Exhibits as Exhibits 99.150 to 99.152, as set forth in the Exhibit Index attached hereto. TAX MATTERS Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F. 2

DESCRIPTION OF COMMON SHARES The required disclosure is included under the heading Capital Structure in the Registrants Annual Information Form for the fiscal year ended March 31, 2017, attached hereto as Exhibit 99.3. OFF-BALANCE SHEET ARRANGEMENTS The Registrant has no off-balance sheet arrangements. CURRENCY Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on May 31, 2018, based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn$1.2948. CONTRACTUAL OBLIGATIONS The following table lists, as of May 31, 2018, information with respect to the Registrants known contractual obligations (in thousands): Payments due by period Contractual Obligations Total Less than

1 year 1-3 years 3-5 years More than

5 years Long-Term Debt Obligations $ 30,548 $ 2,140 $ 4,589 $ 23,819 $ nil Outstanding capital related commitments $ 30,360 $ 30,360 $ nil $ nil $ nil Investment commitment $ 400 $ 400 $ nil $ nil $ nil Operating leases $ 125 $ 125 $ nil $ nil $ nil Motor vehicle leases $ 54 $ 29 $ 25 $ nil $ nil Total $ 61,487 $ 33,054 $ 4,614 $ 23,819 $ nil UNDERTAKING The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities. CONSENT TO SERVICE OF PROCESS The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates. Any change to the name or address of the Registrants agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant. 3

SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. APHRIA INC. By: /s/ Carl Merton Name: Carl Merton Title: Chief Financial Officer Date: October 17, 2018 4

EXHIBIT INDEX The following documents are being filed with the Commission as Exhibits to this Registration Statement: Exhibit Description 99.1 Consolidated Financial Statements for the year ended May 31, 2018 and May 31, 2017 99.2 Managements Discussion and Analysis for the year ended May 31, 2018 99.3 Annual Information Form dated July 31, 2018 99.4 Certification of Annual Filings Full Certificate by CEO dated August 1, 2018 99.5 Certification of Annual Filings Full Certificate by CFO dated August 1, 2018 99.6 News Release dated June 15, 2017 99.7 News Release dated June 19, 2017 99.8 News Release dated July 4, 2017 99.9 News Release dated July 12, 2017 99.10 Consolidated Financial Statements for the year ended May 31, 2017 and May 31, 2016 99.11 Managements Discussion and Analysis for the year ended May 31, 2017 99.12 Annual Information Form dated July 12, 2017 99.13 Certification of Annual Filings Full Certificate by CEO dated July 12, 2017 99.14 Certification of Annual Filings Full Certificate by CFO dated July 12, 2017 99.15 Producers License for Aphria Inc. Effective Date June 23, 2017 99.16 2017 Annual Report (Excerpts) 99.17 News Release dated August 9, 2017 99.18 News Release dated August 15, 2017 99.19 News Release dated August 21, 2017 99.20 Notice of Meeting and Record Date (Amended) dated August 28, 2017 99.21 News Release dated September 8, 2017 99.22 Notice of Annual and Special Shareholder Meeting dated September 11, 2017 99.23 Notice of Meeting and Management Information Circular dated September 11, 2017 99.24 Form of Proxy - Annual General and Special Meeting to be held on October 25, 2017 99.25 News Release dated October 5, 2017 99.26 News Release dated October 13, 2017 99.27 Condensed Interim Consolidated Financial Statements for the three months ended August 31, 2017 and August 31, 2016 99.28 Managements Discussion and Analysis for the three months ended August 31, 2017 99.29 Certification of Interim Filings Full Certificate by CEO dated October 13, 2017 99.30 Certification of Interim Filings Full Certificate by CFO dated October 13, 2017 99.31 News Release dated October 17, 2017 99.32 News Release dated October 17, 2017 99.33 Material Change Report dated October 18, 2017 5

Exhibit Description 99.34 Underwriting Agreement dated October 20, 2017 99.35 News Release dated October 23, 2017 99.36 News Release dated October 24, 2017 99.37 News Release dated October 27, 2017 99.38 Report of Voting Results dated October 26, 2017 99.39 News Release dated November 7, 2017 99.40 News Release dated November 23, 2017 99.41 News Release dated December 4, 2017 99.42 News Release dated December 13, 2017 99.43 Underwriting Agreement dated December 15, 2017 99.44 Material Change Report dated December 15, 2017 99.45 News Release dated December 21, 2017 99.46 News Release dated January 3, 2018 99.47 News Release dated January 8, 2018 99.48 News Release dated January 10, 2018 99.49 Condensed Interim Consolidated Financial Statements for the three months and six months ended November 30, 2017 and November 30, 2016 99.50 Managements Discussion and Analysis for the three months and six months ended November 30, 2017 99.51 Certification of Interim Filings Full Certificate by CEO dated January 10, 2018 99.52 Certification of Interim Filings Full Certificate by CFO dated January 10, 2018 99.53 News Release dated January 15, 2018 99.54 News Release dated January 15, 2018 99.55 News Release dated January 29, 2018 99.56 News Release dated February 1, 2018 99.57 News Release dated February 2, 2018 99.58 News Release dated February 5, 2018 99.59 Arrangement Agreement dated January 28, 2018 99.60 Material Change Report dated February 7, 2018 99.61 Share Purchase Agreement dated February 1, 2018 99.62 Material Change Report dated February 12, 2018 99.63 News Release dated February 13, 2018 99.64 Share Purchase Agreement dated February 5, 2018 99.65 Put and Call Option Agreement dated February 5, 2018 99.66 Material Change Report dated February 13, 2018 99.67 News Release dated February 14, 2018 99.68 News Release dated February 20, 2018 6

Exhibit Description 99.69 News Release dated March 13, 2018 99.70 News Release dated March 15, 2018 99.71 News Release dated March 16, 2018 99.72 News Release dated March 20, 2018 99.73 News Release dated March 21, 2018 99.74 News Release dated March 23, 2018 99.75 Material Change Report dated March 23, 2018 99.76 News Release dated March 27, 2018 99.77 News Release dated April 5, 2018 99.78 News Release dated April 10, 2018 99.79 News Release dated April 11, 2018 99.80 Condensed Interim Consolidated Financial Statements for the three months and nine months ended February 28, 2018 and February 28, 2017 99.81 Managements Discussion and Analysis for the three months and nine months ended February 28, 2018 99.82 Certification of Interim Filings Full Certificate by CEO dated April 16, 2018 99.83 Certification of Interim Filings Full Certificate by CFO dated April 16, 2018 99.84 News Release dated April 16, 2018 99.85 News Release dated April 17, 2018 99.86 News Release dated April 23, 2018 99.87 News Release dated April 24, 2018 99.88 News Release dated April 25, 2018 99.89 Producers License for Aphria Inc. Effective Date March 12, 2018 99.90 Producers License for Broken Coast Cannabis Ltd. Effective Date April 20, 2018 99.91 Amended and Restated Business Acquisition Report dated May 10, 2018 99.92 News Release dated May 16, 2018 99.93 News Release dated May 17, 2018 99.94 News Release dated May 17, 2018 99.95 News Release dated May 28, 2018 99.96 Business Acquisition Report dated May 30, 2018 99.97 News Release dated June 6, 2018 99.98 News Release dated June 6, 2018 99.99 Material Change Report dated June 7, 2018 99.100 News Release dated June 8, 2018 99.101 Underwriting Agreement dated June 12, 2018 99.102 News Release dated June 15, 2018 99.103 News Release dated June 20, 2018 7