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, 2024
Commission File Number: 000-55982
C21 Investments Inc.
(Translation of registrant's name into English)
Suite 1900-855 West Georgia St., Vancouver, BC, V6C 3H4
(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.
[ x ] 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): [ ]
SUBMITTED HEREWITH
Exhibits
| 99.1 | Form 11 Options issuance |
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 14, 2023 | By: | /s/ Michael Kidd |
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| Michael Kidd | ||
| Title: | CFO | |
FORM 11
NOTICE OF PROPOSED STOCK OPTION GRANT OR AMENDMENT
Name of Listed Issuer: C21 INVESTMENTS INC. (the "Issuer").
Trading Symbol: CXXI
Date: May 13, 2024
1. New Options Granted:
Date of Grant: May 13, 2024
| Position | Options | |||||
| (Director.Officer/ | Insider | Number of | Exercise | granted in the | ||
| Name of Optionee | employee/consultant) | Yes or No? | Shares | Price | Expiry Date | last 12 months |
| Aron Swan | Officer | Yes | 1,500,000 | $0.53 | May 13/27 | Nil |
| Bruce Macdonald | Director | Yes | 750,000 | $0.53 | May 13/27 | Nil |
| Sonny Newman | Officer | Yes | 500,000 | $0.53 | May 13/27 | Nil |
| Michael Kidd | Officer/Director | Yes | 350,000 | $0.53 | May 13/27 | Nil |
| CB1 Capital | Consultant | Yes | 250,000 | $0.53 | May 13/27 | Nil |
| Len Werden | Director | Yes | 100,000 | $0.53 | May 13/27 | Nil |
| 11 employees | employee | No | 1,975,000 | $0.53 | May 13/27 | Nil |
| Total number of optioned shares proposed for acceptance | 5,425,000 | |||||
2. Other Presently Outstanding Options:
| Original date | ||||
| No. of optioned shares | Exercise Price | of grant | Expiry date | |
| 600,000 | $ | 0.70 | Feb 10, 2022 | Feb 10, 2025 |
| 500,000 | $ | 1.00 | Oct 07/2019 | Oct 10/2024 |
(1) Set out number of optioned shares for each grant with different terms.
FORM 11 - NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
October 2019
Page 1
3. Additional Information
(a) If shareholder approval was required for the grant of options (including prior approval of a stock option plan), state the date that the shareholder meeting approving the grant was or will be held. N/A
(b) State the date of the news release announcing the grant of options. N/A
(c) State the total issued and outstanding share capital at the date of grant or amendment. 120,047,814
(d) State, as a percentage of the issued and outstanding shares of the Issuer indicated in (c) above, the aggregate number of shares that are subject to incentive stock options, including new options, amended options and other presently outstanding options: 5.4%
(e) If the new options are being granted pursuant to a stock option plan, state the number of remaining shares reserved for issuance under the plan: 5,479,781
(f) If the Issuer has completed a public distribution of its securities within 90 days of the date of grant, state the per share price paid by the public investors. The Issuer completed a non-brokered private placement of 4,000 convertible debenture units of the Issuer ("Convertible Debenture Units") at a price of C$1,000 per Convertible Debenture Unit. Each Convertible Debenture Units is comprised of: (i) one convertible debenture of the Issuer ("Convertible Debenture") in the principal amount of C$1,000, with each Convertible Debenture convertible into common shares of the Issuer ("Common Shares") at a price of $0.45 per Common Share; and (ii) 1,000 Common Share purchase warrants ("Warrants"), with each Warrant exercisable into one Common Share at a price of C$0.55 per share for a period of 30 months from the date of issue of the Convertible Debenture Units. See news release dated May 6, 2024.
(g) Describe the particulars of any proposed material changes in the affairs of the Issuer. N/A
FORM 11 - NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
October 2019
Page 2
4. 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.
2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.
3. 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 CNSX Policy 1).
4. All of the information in this Form 11 Notice of Proposed Stock Option Grant or Amendment is true.
Dated: May 13, 2024
| SIGNED: "Michael Kidd" | |
| Michael Kidd, Chief Financial Officer, | |
| Corporate Secretary and a Director |
FORM 11 - NOTICE OF PROPOSED STOCK OPTION GRANT
OR AMENDMENT
October 2019
Page 3