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 May, 2019

Commission File Number: 000-55982

C21 Investments Inc.
(Translation of registrant's name into English)

595 Howe Street, Suite 303, Vancouver, BC, V6C 2T5
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[] Form 20-F   [ x ] 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): []

SUBMITTED HEREWITH

Exhibits

99.1	Form 6 - Certificate of Compliance
99.2	Form 9 - Notice of Issuance or Proposed Issuance of Listed Securities

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.

	C21 Investments Inc.
	(Registrant)
Date: May 31, 2019	By:	/s/ Michael Kidd
		Michael Kidd
	Title:	CFO

EX-99.1

FORM 6

CERTIFICATE OF COMPLIANCE

TO: CANADIAN SECURITIES EXCHANGE (“CSE”)

C21 Investments Inc. (the “Listed Issuer”) hereby certifies to CSE
[Name of Listed Issuer]

that the Issuer is in compliance with the requirements of applicable securities legislation

(as such term is defined in National Instrument 14-101) and all Exchange Requirements

(as defined in Policy 1).

Date:	May 27, 2019
Signed:	“Michael Kidd”
(Signature)
Michael Kidd
(Print Name)
Chief Financial Officer
(Print Office)

FORM 6 – CERTIFICATE OF COMPLIANCE

January 2015

EX-99.2

FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities¹)

Name of Listed Issuer:	Symbol(s):
C21 Investments Inc. (the “Issuer”).	CXXI

Date: May 27, 2019 Is this an updating or amending Notice: [  ] Yes   [X] No

If yes provide date(s) of prior Notices: ________________________.

Issued and Outstanding Securities of Issuer Prior to Issuance: 70,393,833 Common Shares

Pricing

Date of news release announcing proposed issuance: ______________ or

Date of confidential request for price protection: May 2, 2019

Closing Market Price on Day Preceding the news release: _________or

Day preceding request for price protection: $1.59

Closing

Number of securities to be issued: One unsecured convertible promissory note (as described in Item 7 of this form)

Issued and outstanding securities following issuance: 70,393,833 Common Shares

Instructions:

1.	For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2.	Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.
3.	Complete Table 1B – Related Persons only for Related Persons
4.	If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
5.	An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction
6.	Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 1

Part 1. Private Placement

Table 1A – Summary

Each jurisdiction in which purchasers reside	Number of Purchasers	Price per Security	Total dollar value (CDN$) raised in the jurisdiction
United States	1	USD$1,000,000	$1,344,700.00(1)
Total number of purchasers:	1
Total dollar value of distribution in all jurisdictions:			$1,344,700.00

(1) per Bank of Canada Daily Exchange Rate of 1.3447 (USD -> CAD) on May 24, 2019

Table 1B – Related Persons

Full Name &Municipali ty of Residence of Placee	Number of Securities Purchased or to be Purchased	Purchase price per Security (CDN$)	Conversion Price (if Applicable) (CDN$)	Prospectus Exemption	TotalSecurities Previously Owned, Controlled or Directed	Payment Date(1)	Describe relations -hip to Issuer (2)
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

¹An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

1.	Total amount of funds to be raised: USD$1,000,000 (CAD$1,344,700) in debt settlement.
2.	Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. The proceeds of the placement consist of settlement of outstanding debt.
3.	Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A
	______________________________________________________________________
	______________________________________________________________________.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 2

4.

If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities. In connection with the purchase of Swell Companies Limited ("Swell"), the Issuer and its wholly owned subsidiary, 320204 Oregon Holdings Corp., have issued a USD$1,000,000 promissory note (the "Note") to Sicilia Solutions LLC ("Sicilia"), a creditor of Swell, in consideration, inter alia, of Sicilia's agreement to reschedule repayment of such amount.

5.

Description of securities to be issued:

(a)	Class ____________________________________.
(b)	Number __________________________________.
(c)	Price per security ___________________________.
(d)	Voting rights_______________________________

6. Provide the following information if warrants, (options) or other convertible securities are to be issued:

(a)	Number .
(b)	Number of securities eligible to be purchased on exercise of warrants (or options)_______
	_____________________________________________________________________.
(c)	Exercise price __________________________________________________________.
(d)	Expiry date ____________________________________________________________.

7. Provide the following information if debt securities are to be issued:

(a)	Aggregate principal amount USD$1,000,000 (CAD$1,344,700).
(b)	Maturity date May 24, 2021 (may be accelerated to May 24, 2020 upon the holder’s election). Payable upon demand after May 24, 2021
(c)	Interest rate 10% per annum, based on a 365-day year, compounded annually.
(d)	Conversion terms The principal amount owing under the Note may be converted into common shares of the Issuer on maturity at the issue price of USD$1.56 per share per Common Share of the Issuer.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 3

(e) Default provisions. Customary default provisions on failure to pay the note, insolvency or bankruptcy proceedings, liquidation or failure to perform to observe covenants under the note.

8. Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

(a)	Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): N/A .
(b)	Cash N/A .
(c)	Securities N/A .
(d)	Other N/A .
(e)	Expiry date of any options, warrants etc. N/A .
(f)	Exercise price of any options, warrants etc. N/A .

9.	State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship N/A
	_________________________________________________.
10.	Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
	N/A .
11.	State whether the private placement will result in a change of control.
	No .
12.	Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A

Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 4

Part 2. Acquisition

1.	Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: _______________________.
2.	Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer.The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: _______________________ .
3.	Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

(a)	Total aggregate consideration in Canadian dollars: __________.
(b)	Cash: ____________________________________________.
(c)	Securities (including options, warrants etc.) and dollar value:
	_________________________________________________.
(d)	Other: ____________________________________________.
(e)	Expiry date of options, warrants, etc. if any: ________________.
(f)	Exercise price of options, warrants, etc. if any: ______________.
(g)	Work commitments: __________________________________.

4.	State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc).
5.	Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: _____________________________ .
6.	The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 5

Name of
Party (If not
an
individual,
name all
insiders of
the Party) Number
and Type
of
Securities
to be
Issued
Dollar
value per
Security
(CDN$)


Conversion
price (if
applicable)



Prospectus
Exemption




Total
Securities,
Previously
Owned,
Controlled or
Directed by
Party Describe
relationship
to Issuer⁽¹⁾

(1) Indicate if Related Person

7.	Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: ___________________________.
8.	Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):

(a)	Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, andif a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):
	___________________________________________.
(b)	Cash _______________________________________.
(c)	Securities ___________________________________.
(d)	Other ______________________________________.
(e)	Expiry date of any options, warrants etc_____________.
(f)	Exercise price of any options, warrants etc. __________.

9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship.___________________________________________

10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. _____________________________

Certificate Of Compliance

The undersigned hereby certifies that:

1.	The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
2.	As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
3.	the Issuer has obtained the express written consent of each applicable individual to:
	(a)	the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
	(b)	the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time
4.	The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).
5.	All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated May 27, 2019.

Michael Kidd

Name of Director or Senior

Officer

“Michael Kidd”

Signature

Chief Financial Officer

Official Capacity

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

Page 7

Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information

(which may include personal or other information) which has been provided in Form 9 for the following purposes:

• To determine whether an individual is suitable to be associated with a Listed Issuer;
• To determine whether an issuer is suitable for listing;
• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
• To conduct enforcement proceedings;
• To ensure compliance with Exchange Requirements and applicable securities legislation; and
• To fulfil the Exchange’s obligation to regulate its marketplace.

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF

LISTED SECURITIES

September 2018

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