C21 Investments Inc 6-K, filed Feb 2, 2021

UNITED STATESSECURITIES 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 February, 2021

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

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.: Exhibit 99.1 - Filed by newsfilecorp.com

FORM 11

NOTICE OF PROPOSED STOCK OPTION GRANT OR AMENDMENT

Name of Listed Issuer: C21 Investments Inc.  (the "Issuer").

Trading Symbol:  CXXI

Date:  February 1, 2021

1. New Options Granted:

Date of Grant:  January 28, 2021

Total Number of optioned shares proposed for acceptance: 150,000.

2. Other Presently Outstanding Options:

(1)  Set out number of optioned shares for each grant with different terms.

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT OR AMENDMENT

January 2015 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**.  116,666,750**

(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.  5.97%

(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.  4,701,675

(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. N/A

(g) Describe the particulars of any proposed material changes in the affairs of the Issuer.  N/A

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).

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT OR AMENDMENT

January 2015 Page 2

4. All of the information in this Form 11 Notice of Proposed Stock Option Grant or Amendment is true.

Dated February 1, 2021.

Michael Kidd                                           Name of Director or Senior Officer

"Michael Kidd"                                         Signature

Chief Financial Officer                         Official Capacity

FORM 11 - NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

January 2015

Page 3