C21 Investments Inc 6-K, filed Feb 2, 2022
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on February 2, 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 February, 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.
[ ] 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 | Material Change Report | |
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: February 2, 2022 | By: | /s/ Michael Kidd |
| Michael Kidd | ||
| Title: | CFO | |
Form 51-102F3
Material Change Report
Item 1. Name and Address of Company
C21 Investments Inc. (the "Company" or "C21")
Suite 170 - 601 West Cordova Street
Vancouver, BC V6B 1G1
Item 2. Date of Material Change
January 24, 2022
Item 3. News Release
News Release dated February 1, 2022 was disseminated through Newsfile Corp.
Item 4. Summary of Material Change
The Company announced the closing of the settlement of its obligation to issue common shares of C21 (the "Phantom Earn-Out Shares") to certain individuals (the "Vendors") pursuant to the purchase agreement (the "Phantom Purchase Agreement") governing the acquisition of Phantom Farms (see news release dated February 4, 2019)(the "Settlement Transaction").
Item 5.1 Full Description of Material Change
The Company announced the closing of the settlement of its obligation to issue Phantom Earn-Out Shares to the Vendors pursuant to the Phantom Purchase Agreement governing the acquisition of Phantom Farms (see news release dated February 4, 2019).
Pursuant to the Phantom Purchase Agreement, a portion of the purchase price payable to the Vendors by C21 in connection with the acquisition of Phantom Farms in February 2019 was to be paid by the issuance of the Phantom Earn-Out Shares, the delivery of which was dependent upon certain triggers, including various price targets as well as any change of control, with up to 4.5 million Phantom Earn-Out Shares deliverable to the Vendors pursuant to the Phantom Purchase Agreement.
As previously announced by the Company on November 18, 2021, the Company entered into an agreement (the "Settlement Agreement") dated November 18, 2021, pursuant to which the Vendors, who were entitled to receive up to 4.5 million Phantom Earn-Out Shares pursuant to the Phantom Purchase Agreement, agreed to collectively receive 1.3 million common shares of C21 (the "Settlement Shares") in exchange for termination of their entitlement to receive the Phantom Earn-Out Shares.
The Settlement Transaction closed on January 24, 2022 with 1.3 million Settlement Shares issued to the Vendors. The Settlement Shares are subject to a four month hold period expiring on May 25, 2022.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
Michael Kidd
Secretary and Chief Financial Officer
Telephone: (604) 336-8613
Item 9. Date of Report
February 2, 2022