C21 Investments Inc 6-K, filed Nov 27, 2024
C21 Investments Inc. (CWLXF)
About this 6-K
C21 Investments Inc filed this 6-K on November 27, 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 November, 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 | CSE Form 17A - Notice of Normal Course Issuer Bid | |
| 99.2 | News release - Normal Course Issuer Bid | |
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: November 26, 2024 | By: | /s/ Michael Kidd |
| Michael Kidd | ||
| Title: | CFO | |
FORM 17A
Notice of Normal Course Issuer Bid ("NCIB")
Type of Notice: ☐ Draft ☐ Revised ☒ Final
Name of Listed Issuer: C21 Investments Inc. (the "Listed Issuer").
Trading Symbol: CXXI
Date: November 26, 2024
If this is an update to a prior notice, provide date(s) of prior notice(s): N/A
Date of news release(s) disclosing the NCIB: November 26, 2024
Number of outstanding listed securities as of date of this notice: 120,047,814
Maximum number of securities subject to the NCIB: Up to 5% of the issued and outstanding common shares of the Listed Issuer ("Common Shares") (being 6,002,390 Common Shares as of the date of this Notice)
Percentage of the public float to be acquired under the bid: Up to 5.69%
Average Daily Trading Volume (as defined in CSE Policy):109,681
Purchasing CSE Dealer and trader ID: Haywood Securities Inc. (Trade ID: #62)
Will securities be cancelled after purchase: ☒ Yes ☐ No
If "No", provide details: ____________________________________________
1. If this is a revised notice, state the reason for revisions.
N/A
2. Number of securities that may be acquired under the bid: If the Listed Issuer has determined a specific number of shares, provide that number rather than the simply stating the maximum. If not, state the amount as a percentage of the outstanding or of the public float.
Up to 5% of the issued and outstanding Common Shares.
3. Provide the date of expiry, which will be not more than 1 year from the date on which purchases are first permitted.
December 2, 2025
4. State on which exchange(s) purchases will be made, and whether purchases will be made by any means other than open market transactions.
Any purchases of Common Shares made under the NCIB will be effected through the facilities of the CSE or alternative trading systems.
5. Describe any restrictions on the price the Listed issuer will pay for securities, other than those in the Exchange Requirements.
No restrictions other than those set forth in the Exchange Requirements.
6. State the reason or business purpose for the bid.
The Listed Issuer believes that the market price of the Common Shares may not fully reflect the value of its business and prospects, and as such it believes that purchasing its own Common Shares for cancellation is an appropriate strategy for increasing long-term shareholder value and represents an appropriate use of the Listed Issuer's financial resources.
7. Include a summary of any appraisal or valuation known to the directors or officers of the Listed Issuer's material assets or its securities completed in the previous two years, together with a statement of where and when a copy of the appraisal or valuation may be inspected.
N/A
8. Identify any persons acting jointly or in concert with the Listed Issuer in connection with the issuer bid or purchases of securities of the Listed Issuer in the previous twelve months, including a trustee or agent as described in Policy 6.10.
N/A
9. Give details of any purchases by the Listed Issuer or persons acting jointly or in concert with the Listed Issuer of the securities that are the subject of the bid in the previous twelve months.
N/A
10. Identify every director or senior officer of the Listed Issuer who intends to sell securities of the Listed Issuer during the course of the bid. Where their intention is known after reasonable inquiry, state the name of every associate of a director or senior officer of the issuer, person acting jointly or in concert with the Listed Issuer in connection with the issuer bid or purchases of securities of the Listed Issuer in the previous twelve months, or person holding 10% or more of any class of equity securities of the issuer, who intends to sell securities of the Listed Issuer during the course of the bid:
To the knowledge of the Listed Issuer, no director, senior officer or other insider of the Listed Issuer currently intends to sell any Common Shares at the inception of the NCIB but such directors, senior officers, or other insiders of the Listed Issuer may sell Common Shares during the course of the NCIB, as their personal circumstances may require. If, during the course of the NCIB, the Listed Issuer becomes aware that directors, senior officers or other insiders intend to sell their Common Shares, then the Listed Issuer will not intentionally acquire such Common Shares pursuant to the NCIB.
11. Describe any direct or indirect benefits any person named in the previous section will receive from selling or not selling shares of the Listed Issuer during the bid. An answer is not required if the benefit will be the same as the benefit to any other shareholder who sells or does not sell during the bid.
N/A
12. Where the Listed Issuer has a class of Restricted Securities, specify whether the bid includes a bid for Restricted Securities.
N/A
Certificate
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 CSE Policy 1).
4. All of the information in this Form is true.
Dated November 26, 2024
Michael Kidd
Name of Director or Senior Officer
"Michael Kidd"___________________
Signature
CFO
Official Capacity
C21 Investments Announces Normal Course Issuer Bid
VANCOUVER, November 26, 2024 - C21 Investments Inc. (CSE: CXXI and OTCQX: CXXIF) ("C21" or the "Company"), a vertically integrated cannabis company, is pleased to announce that it intends to commence a normal course issuer bid (the "NCIB"), under which it may purchase up to 6,002,390 common shares of the Company ("Common Shares"), representing approximately 5% of the Company's issued and outstanding Common Shares.
The Company may purchase Common Shares under the NCIB over a 12-month period beginning on December 2, 2024 and ending on December 2, 2025. All Common Shares purchased under the NCIB will be purchased on the open market through the facilities of the Canadian Securities Exchange (the "CSE") or alternative trading systems at the prevailing market price of the Common Shares at the time of purchase and in accordance with the policies of the CSE and applicable Canadian securities laws. The Company will fund the purchases of Common Shares under the NCIB with cash on hand. The exact timing and amount of any purchases of Common Shares made pursuant to the NCIB will depend on market conditions and other factors. The Company is not obligated to acquire any Common Shares and may suspend or discontinue purchases under the NCIB at any time. Any Common Shares purchased by the Company under the NCIB will be cancelled upon their purchase.
Under the NCIB, the Company may purchase up to such number of Common Shares equal to 2% of its issued and outstanding Common Shares over any 30-trading day period.
The Company intends to commence the NCIB as it believes that the market price of the Common Shares may not fully reflect the value of its business and prospects, and as such it believes that purchasing its own Common Shares for cancellation is an appropriate strategy for increasing long-term shareholder value and represents an appropriate use of the Company's financial resources.
The Company has appointed Haywood Securities Inc. as its broker to conduct the NCIB transactions on its behalf.
For further inquiries, please contact:
| Investor contact: | Company contact: |
| Investor Relations | Michael Kidd |
| info@cxxi.ca | Chief Financial Officer and Director |
| +1 833 289-2994 | Michael.Kidd@cxxi.ca |
About C21 Investments Inc.
C21 Investments Inc. is a vertically integrated cannabis company that cultivates, processes, and distributes quality cannabis and hemp-derived consumer products in the United States. The Company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing, and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential multi-market branded consumer packaged goods. The Company owns Silver State Relief and Silver State Cultivation in Nevada, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information on C21 can be found at www.sedarplus.ca and www.cxxi.ca.
Cautionary Note Regarding Forward-Looking Information and Statements:
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "Forward-Looking Statements"). Forward-Looking Statements in this news release include, but are not limited to: the timing of commencement and cessation of the NCIB; the means by which the Company will fund the purchases of Common Shares pursuant to the NCIB; and the Company's belief that purchasing its Common Shares under the NCIB is an appropriate strategy for increasing long-term shareholder value and represents an appropriate use of the Company's financial resources. Such Forward-Looking Statements represent the Company's beliefs and expectations regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.
Forward-Looking Statements are based on assumptions, estimates, analyses and opinions of management of the Company at the time they were provided or made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including: achieving the anticipated results of the Company's strategic plans; and general economic, financial market, regulatory and political conditions in which the Company operates.
A variety of factors, including known and unknown risks, many of which are beyond the Company's control, could cause actual results to differ materially from the Forward-Looking Statements in this news release. Such factors include, without limitation: risks and uncertainties arising from: the inability to effectively manage growth; inputs, suppliers and skilled labour being unavailable or available only at uneconomic costs; the adequacy of the Company's capital resources and liquidity, including but not limited to, availability of sufficient cash flow to purchase Common Shares under the NCIB and to execute the Company's business plan (either within the expected timeframe or at all); changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws generally and adverse future legislative and regulatory developments involving medical and recreational marijuana; the risks of operating in the marijuana industry in the United States, and those other risk factors discussed in the Company's 20F filing with the U.S. Securities and Exchange Commission and Annual Information Form filing on SEDAR+.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the Forward-Looking Statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such Forward-Looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Should assumptions underlying the Forward-Looking Statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
The Forward-Looking Statements contained in this news release are made as of the date of this news release, and the Company does not undertake to update any Forward-Looking Statements that are contained or referenced herein, except in accordance with applicable securities laws.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.