C21 Investments Inc 6-K, filed Feb 1, 2024
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on February 1, 2024.
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 January, 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 | Notice of Change of auditor | |
| 99.2 | Former auditor notice resignation | |
| 99.3 | Successor auditor acceptance | |
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: January 31, 2024 | By: | /s/ Michael Kidd |
| Michael Kidd | ||
| Title: | CFO | |
C21 INVESTMENTS INC.
NOTICE OF CHANGE OF AUDITOR
PURSUANT TO SECTION 4.11 OF NATIONAL INSTRUMENT 51-102
OF THE CANADIAN SECURITIES ADMINISTRATORS
|
TO: |
Davidson & Company LLP, Certified Public Accountants |
|
AND TO: |
Marcum LLP, Certified Public Accountants |
|
AND TO: |
British Columbia Securities Commission |
|
|
Alberta Securities Commission |
|
|
Ontario Securities Commission |
C21 Investments Inc. (the "Company") hereby provides notice pursuant to section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") of a change in the auditor of the Company from Marcum LLP, Certified Public Accountants, to Davidson & Company LLP, Certified Public Accountants, and confirms the following:
1. At the request of the Company, Marcum, LLP, Certified Public Accountants ("Marcum") tendered its resignation as auditor of the Company effective as of January 19, 2024;
2. Davidson & Company LLP, Certified Public Accountants ("Davidson") advised the Company of its agreement to be appointed as successor auditor of the Company effective upon Marcum's resignation;
3. The Board of Directors of the Company (the "Board"), upon the recommendation of the audit committee of the Board, has approved the resignation of Marcum, the predecessor auditor of the Company, and the appointment of Davidson as successor auditor of the Company effective as of January 19, 2024;
4. There were no modified opinions expressed in the auditor's reports of Marcum on the annual financial statements of the Company for the financial years ended January 31, 2022 and 2023; and
5. In the opinion of the Board, there are no "reportable events" (as that term is defined in NI 51-102).
The Company requests that each of Davidson and Marcum review this Notice and provide the Company on or before January 24, 2024 with a letter addressed to the the British Columbia, Alberta and Ontario Securities Commissions stating whether it (i) agrees, (ii) disagrees (and the reasons why), or (iii) has no basis to agree or disagree with the above statements in accordance with section 4.11 of NI 51-102.
DATED at Vancouver, British Columbia as of the _19_ of January, 2024.
| C21 INVESTMENTS INC. | ||
| Per: | "Michael Kidd" | |
| Michael Kidd | ||
| Chief Financial Officer | ||
January 19, 2024
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Commissioners:
We have read the statements made by C21 Investments Inc. as required by Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations contained in the Notice of Change of Auditor dated January 19, 2024. We agree with the statements concerning our Firm in this letter; we are not in a position to agree or disagree with other statements of C21 Investments Inc. contained elsewhere.
Very truly yours,
Marcum LLP
January 19, 2024
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Dear Sirs / Mesdames:
| Re: | C21 Investments Inc. (the "Company") |
| Notice Pursuant to NI 51-102 - Change of Auditor |
As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated January 19, 2024, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
DAVIDSON & COMPANY LLP
Chartered Professional Accountants
cc: Canadian Securities Exchange
