C21 Investments Inc 6-K, filed Dec 7, 2022
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on December 7, 2022.
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 December, 2022
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 | C21 Notice of Change of auditor | |
| 99.2 | Successor auditor letter | |
| 99.3 | Former auditor letter |
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: December 6, 2022 | By: | /s/ Michael Kidd |
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| 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
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TO: |
Baker Tilly US, LLP, Certified Public Accountants |
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AND TO: |
Marcum LLP, Certified Public Accountants |
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AND TO: |
British Columbia Securities Commission |
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Alberta Securities Commission |
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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 Baker Tilly US, LLP, Certified Public Accountants, to Marcum LLP, Certified Public Accountants, and confirms the following:
1. At the request of the Company, Baker Tilly US, LLP, Certified Public Accountants ("Baker Tilly") tendered its resignation as auditor of the Company effective as of November 30, 2022;
2. Marcum LLP, Certified Public Accountants ("Marcum") advised the Company of its agreement to be appointed as successor auditor of the Company effective upon Baker Tilly'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 Baker Tilly, the predecessor auditor of the Company, and the appointment of Marcum as successor auditor of the Company effective as of November 30, 2022;
4. There were no modified opinions expressed in the auditor's reports of Baker Tilly on the annual financial statements of the Company for the financial years ended January 31, 2021 and 2022; 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 Baker Tilly and Marcum review this Notice and provide the Company on or before December 5, 2022 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 30th of November, 2022.
C21 INVESTMENTS INC.
Per: "Michael Kidd"
Michael Kidd
Chief Financial Officer
December 2, 2022
British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission
Dear Sirs and Mesdames:
Re: C21 Investments Inc. (the “Company”) - Change of Auditor
In connection with our proposed engagement as auditor of the Company, as required by National Instrument 51-102 Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor dated November 30, 2022 given by the Company to ourselves and Baker Tilly US, LLP, Certified Public Accountants.
Based on our information at this date, we agree with the statements set out in the Notice that relate to us and we do not agree or disagree with the statements contained in the Notice that relate to Baker Tilly US, LLP, Certified Public Accountants.
Yours truly.
Marcum LLP
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| November 30, 2022 |
Baker Tilly US, LLP 18500 Von Karman Avenue, 10th Flr. Irvine, CA 92612 United States of America T: +1 (949) 222-2999 F: +1 (949) 222-2289 bakertilly.com |
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Dear Sirs/Mesdames:
Re: C21 Investments Inc. (the "Company") - Change of Auditor
As required by National Instrument 51-102 - Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor dated November 30, 2022 given by the Company to Marcum LLP and ourselves.
Based on our knowledge of such information at this date, we agree with the statements pertaining to our firm set out in the Notice.
Yours truly,
BAKER TILLY US, LLP
Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2022 Baker Tilly US, LLP