C21 Investments Inc 6-K, filed Feb 25, 2020

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, 2020.

Commission File Number 000-55982

C21 INVESTMENTS INC.
(Translation of registrant's name into English)
Suite 820, 1075 West Georgia Street<br><br> <br>Vancouver, British Columbia V6E 3N9<br><br> <br>Canada
---
(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	[   ]	Form 40-F	[X]

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):  [   ]

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):    [   ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

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.
Date:  February 24, 2020	/s/ Michael Kidd
	Michael Kidd
	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit	Description of Exhibit
99.1	Form 45-106F1 Report of Exempt Distribution dated February 22, 2020
99.2	Material Change Report dated February 22, 2020
99.3	CSE Form 9 dated February 24, 2020
99.4	CSE Form 6 dated February 24, 2020
99.5	Letter from C21 Investments Inc. to CSE dated February 24, 2020

-1-

C21 Investments Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

M ****

C21 Investments Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

Form 51-102F3

Material Change Report

Item 1.	Name and Address of Company
	C21 Investments Inc. (the “Company”)
	Suite 820, 1075 West Georgia Street
	Vancouver, British Columbia
	Canada V6E 3N9
Item 2.	Date of Material Change
	February 12, 2020
Item 3.	News Release
	The News Release dated February 19, 2020 was disseminated through CNW Group.
Item 4.	Summary of Material Change
	The Company completed the restructuring of the purchase of Phantom Farms and related companies, including SDP Development Group, LLC (“SDP Group”). The Company terminated the proposed purchase of SDP Group and purchased from SDP Group the real estate for the two outdoor cannabis farms occupied and used by Phantom Farms in its business.
Item 5.1	Full Description of Material Change
	The Company completed the restructuring of the purchase of Phantom Farms and related companies (“Phantom Farms”) and SDP Group as previously announced in news releases dated October 17, 2018, July 8, 2019 and November 21, 2019. The Company has purchased the real estate for the two outdoor cannabis farms oc cupied and used by Phantom Farms in its business from SDP Group, which strengthens the Company’s balance sheet as well as lowers the future lease obligations in Oregon for the Company. The Company believes the subject real property assets, which exceed sixty (60) acres in Southern Oregon, are intrinsic to the Phantom Farms brand legacy. Including the restructured agreement and purchased real estate, the Company’s forward lease obligations are reduced by $370,000 per year.<br><br> <br>Total consideration paid by the Company to SDP Group for both the restructuring of the purchase agreement as well as the real property consisted of the issuance of 7,132,041 common shares of the Company at a deemed issue price of CAD$0.8046 per share. The shares are subject to a statutory hold period of four (4) months plus one (1) day that expires on June 13, 2020 and applicable US securities resale restrictions. The restructuring was completed, and these shares were issued effective February 12, 2020.<br><br> <br>The specific details of the restructuring are as follows:
.	a)	The purchase of the six Phantom Farms real estate assets in the original Purchase Agreement dated October 16, 2018 among the Company and SDP Group, has been terminated;
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b)	SDP Group has transferred to the Company the two outdoor farms located in Eagle Point, Oregon;
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c)	SDP Group has released the Company from any further purchase obligations on the remaining properties held by SDP Group in Oregon; and
d)	Lease arrangements have been amended to include reduction of rent under certain leases as well as termination of leases on other properties held by SDP Group located in Oregon.
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, Chief Financial Officer
	Telephone: (604) 336-8613
Item 9.	Date of Report
	February 22, 2020

• 2 -

  C21 Investments Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

AMENDED FORM 9

NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(or securities convertible or exchangeable into listed securities)

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

Date:  February 24, 2020

Is this an updating or amending Notice: [X] Yes          [   ]No

If yes provide date(s) of prior Notices:  July 12, 2019, February 1, 2019, October 18, 2018 and July 12, 2018.

Issued and Outstanding Securities of Issuer Prior to Issuance:  89,388,640 Common Shares.

Pricing

Date of news release announcing proposed issuance: February 19, 2020, July 8, 2019 and October 17, 2018  or

Date of confidential request for price protection: N/A.

Closing Market Price on Day Preceding the news release: $0.53 (February 19, 2020; news release was issued after market close), $0.95 (July 5, 2019) and $1.20 (October 17, 2018)  or

Day preceding request for price protection: N/A.

Closing

Number of securities to be issued: 7,132,041 Common Shares

Issued and outstanding securities following issuance: 96,520,681 Common Shares

Instructions:

1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.

2. Complete Table 1A - Summary for all purchasers, excluding those identified in Item 8.

3. Complete Table 1B - Related Persons only for Related Persons

4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 1

5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction

6. Post the completed Form 9 to the CSE website in accordance with Policy 6 - Distributions.  In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 2

Table 1A - Summary

Each jurisdiction in which purchasers reside	Number of Purchasers	Price per Security	Total dollar value (CDN$) raised in the jurisdiction
Total number of purchasers:
Total dollar value of distribution in all jurisdictions:

Table 1B - Related Persons

****<br><br> <br>Full Name &Municipality of Residence of Placee	****<br><br> <br>Number of Securities Purchased or to be Purchased	****<br><br> <br>Purchase price per Security (CDN$)	****<br><br> <br>Conversion<br><br> <br>Price (if<br><br> <br>Applicable)<br><br> <br>(CDN$)	****<br><br> <br>Prospectus Exemption	****<br><br> <br>TotalSecuritiesPreviously Owned, Controlled or Directed	****<br><br> <br>Payment Date(1)	****<br><br> <br>Describe relations-hip to Issuer (2)

^1^An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

1. Total amount of funds to be raised: ___________________________________________ .

2. Provide full details of the use of the proceeds.  The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material.                .

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 3

3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer:                                           .

4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.

5. Description of securities to be issued:

(a) Class  _______________________________________________________________ .

(b) Number _____________________________________________________________ .

(c) Price per security ___________________________________________________ .

(d) Voting rights ________________________________________________________

6. Provide the following information if warrants, (options) or other convertible securities are to be issued:

(a) Number _____________________________________________________________ .

(b) Number of securities eligible to be purchased on exercise of warrants (or options)

____________________________________________________________________________________________ .

(c) Exercise price_______________________________________________________ .

(d) Expiry date __________________________________________________________ .

7. Provide the following information if debt securities are to be issued:

(a) Aggregate principal amount ________________________________________ .

(b) Maturity date ________________________________________________________ .

(c) Interest rate _________________________________________________________ .

(d) Conversion terms ___________________________________________________ .

(e) Default provisions __________________________________________________ .

8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 4

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):               .

(b) Cash ________________________________________________________________ .

(c) Securities ___________________________________________________________ .

(d) Other ________________________________________________________________ .

(e) Expiry date of any options, warrants etc. ___________________________ .

(f) Exercise price of any options, warrants etc. ________________________ .

9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship

____________________________________________________________________________________________ .

10. Describe any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.).

____________________________________________________________________________________________ .

11. State whether the private placement will result in a change of control.

____________________________________________________________________________________________ .

12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders.

____________________________________________________________________________________________ .

13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period.  All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 5

1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable).  The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material:  (i) All of the issued and outstanding membership interests (the "PF Shares") in Phantom Venture Group, LLC, Phantom Brands, LLC and, indirectly, the subsidiaries of Phantom Venture Group, LLC (together, "Phantom Farms"), and (ii) from SDP Development Group, LLC ("SDP Group"), the real estate of the two outdoor cannabis farms located at 4962 and 4964 Butte Falls Highway, Eagle Point, Oregon (the "Real Property") occupied and used by Phantom Farms in its business. Phantom Farms carries on the business of cannabis cultivation and processing, manufacturing branded products and the distribution and sale of cannabis products in Oregon under various tradenames and marks, under license from the Oregon Liquor control and Licensing Commission. Closing of the Issuer's purchase of the PF Shares (the "First Closing") occurred on February 4, 2019 following satisfaction of regulatory and other customary closing conditions. Closing of the Issuer's purchase of the Real Property (the "Second Closing") occurred on February 12, 2020. SDP Group has also released the Issuer from any further obligations on the remaining properties held by SDP Group in Oregon. Lease arrangements including reduction of rent under certain leases and termination of other leases on other properties held by SDP Group in Oregon have been amended.

2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: On October 16, 2018, the Issuer entered into definitive agreements of purchase and sale with the members of Phantom Farms and SDP (together, the "Vendors") in respect of the purchase of the PF Shares and the SDP Shares (defined below) (the "Definitive Agreements"). One of the Vendors, Skyler D. Pinnick, a director of the Issuer, is not at arm's length to Phantom Farms, SDP Group and the Vendors. The Membership Interest Purchase Agreement dated October 16, 2018, as assigned and amended, among the Issuer, SDP Group and others (previously described in the Issuer's Amended Form 9 dated July 12, 2019), whereby the Issuer was to purchase all of the issued and outstanding membership interests (the "SDP Shares") in SDP Group, has been terminated and superseded by an Amending Agreement dated February 12, 2020 among the same parties.

3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 6

(a) Total aggregate consideration in Canadian dollars: US$4,360,000 payable by issuance of 7,132,041 Common Shares.

(b) Cash: N/A.

(c) Securities (including options, warrants etc.) and dollar value: As consideration, the Issuer issued to SDP Group 7,132,041 Common Shares at the deemed issue price of CAD$0.8046 per share in lieu of US$4,360,000.

(d) Other: N/A.

(e) Expiry date of options, warrants, etc. if any: N/A.

(f) Exercise price of options, warrants, etc. if any: N/A.

(g) Work commitments: N/A.

4. State how the purchase or sale price was determined (e.g. arm's-length negotiation, independent committee of the Board, third party valuation etc). The sale price was determined by arm's length negotiation.

5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.

6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 7
****<br><br> <br>Name of Party (If not an individual, name all insiders of the Party)	****<br><br> <br>Number and Type of Securities to be Issued	****<br><br> <br>Dollar value per Security (CDN$)	****<br><br> <br>Conversion price (if applicable)	****<br><br> <br>Prospectus Exemption	****<br><br> <br>Total Securities, Previously Owned, Controlled or Directed by Party	****<br><br> <br>Describe relationship<br><br> <br>to Issuer^(1)^
---	---	---	---	---	---	---
SDP Development Group, LLC<br><br> <br>Insiders:<br><br> <br>Skyler D. Pinnick<br><br> <br>Robert Pinnick	7,132,041 Common Shares	$0.8046 per Common Share	N/A	BCI: 72-503	Skyler D. Pinnick:<br><br> <br><br><br> <br>1,285,404 Common Shares<br><br> <br>100,000 Options exercisable into 100,000 Common Shares<br><br> <br>632,500 Warrants exercisable into 632,500 Common Shares<br><br> <br><br><br> <br>Robert Pinnick:<br><br> <br><br><br> <br>569,800 Common Shares	Skyler D. Pinnick, an insider of SDP Development Group, LLC, is a director of the Issuer

(1) Indicate if Related Person

7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Issuer previously conducted UCC filing searches for any registered financing statements respecting non-permitted encumbrances, examined a Title Plant Record Report confirming absence of encumbrances and exceptions to title and obtained Statutory Warranty Deeds in respect of the real property of SDP Development Group, LLC.

8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):  N/A.

(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, andif a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer):                                           .

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 8

(b) Cash ________________________________________________________________ .

(c) Securities ___________________________________________________________ .

(d) Other ________________________________________________________________ .

(e) Expiry date of any options, warrants etc. ___________________________

(f) Exercise price of any options, warrants etc. ________________________ .

9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.

10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N.A.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 9

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 on behalf of the Issuer.

2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.

3. the Issuer has obtained the express written consent of each applicable individual to:

(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and

(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time

4. 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 CSE Policy 1).

5. All of the information in this Form 9 Notice of Issuance of Securities is true.

Dated February 24, 2020.

Michael Kidd
Name of Director or Senior Officer
"Michael Kidd"
Signature
Chief Financial Officer
Official Capacity
FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 10
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Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, "CSE or the "Exchange") collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

•

• To determine whether an individual is suitable to be associated with a Listed Issuer;

• To determine whether an issuer is suitable for listing;

• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;

• To conduct enforcement proceedings;

• To ensure compliance with Exchange Requirements and applicable securities legislation; and

• To fulfil the Exchange's obligation to regulate its marketplace.

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street - 9th Floor, Toronto, ON, M5J 2W4.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIESSeptember 2018<br>Page 11

C21 Investments Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

FORM 6

CERTIFICATE OF COMPLIANCE

TO: CANADIAN SECURITIES EXCHANGE ("CSE")

C21 Investments Inc.                                         **** (the "Listed Issuer") hereby certifies to CSE

[Name of Listed Issuer]

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  Policy 1).

Date:	February 24, 2020
Signed:	"Michael Kidd"
	(Signature)
	Michael Kidd
	(Print Name)
	Chief Financial Officer
	(Print Office)

FORM 6 - CERTIFICATE OF COMPLIANCEJanuary 2015

C21 Investments Inc.: Exhibit 99.5 - Filed by newsfilecorp.com

February 24, 2020

Canadian Securities Exchange

100 King Street West, Suite 7210

Toronto, Ontario, M5X 1E1

Dear Sirs/Mesdames:

Re: C21 Investments Inc. (the "Company")

Confirmation of Acquisition

Pursuant to CSE Policy 6 Distributions and in connection with the acquisition of the real estate of two outdoor cannabis farms located at 4962 and 4964 Butte Falls Highway, Eagle Point, Oregon (the "Real Property") as described in the Amended CSE Form 9 dated February 24, 2020, the Company confirms that it closed on the acquisition and confirms transfer of title to the Real Property has occurred.

C21 INVESTMENTS INC.

"Michael Kidd"

Per:

Michael Kidd

Chief Financial Officer

C21 Investments: Suite 170 - 601 West Cordova Street, Mailbox 107, Vancouver, BC V6B 1G1

www.cxxi.ca