C21 Investments Inc 6-K, filed May 28, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020.

Commission File Number 000-55982

C21 INVESTMENTS INC.(Translation of registrant’s name into English)

Suite 820, 1075 West Georgia Street Vancouver, British ColumbiaV6E 3N9 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.

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INDEX TO EXHIBITS

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

FORM 13

NOTICE OF AMENDMENT OF WARRANT TERMS

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

Trading Symbol: CXXI

Date: May 27, 2020

Date of Press Release announcing amendment: May 27, 2020

Closing price of underlying shares on the day prior to the announcement:_$0.61 (as of close May 26, 2020)

Closing price of underlying shares at the time of issuance__$1.18 (as of close May 28, 2019)

1. Current terms of warrants to be amended:

Pursuant to Policy 6, Section 7.4, Amendments are permitted provided that:

a) The warrants are not listed for trading;

b) The exercise price is higher than the current market price;

c) No warrants have been exercised in the last 6 months;

d) At least 10 trading days remain before expiry.

2. Amendment(s)

a) Extension - amended expiry date:               May 28, 2021

The term of a warrant may not extend past the date that would have been allowed on the date of issuance.

b) Repricing - amended exercise price:         N/A

If the amended price is below the market price of the underlying security at the time the warrants were issued, and following the amendment the exercise price is below the closing price of the underlying security for any 10 consecutive trading days by more than the permitted private placement discount, the term of the warrants must be amended to 30 days.  The amended term must be announced by press release and Form 13 and t**he 30 day term will commence 7 days from the end of the 10 day period. See Policy 6 section 7.4 for details.

3. Amended terms of warrants:

listed Issuers must obtain appropriate corporate approvals prior to any change, modification or amendment of outstanding warrants or other convertible securities (including non-listed securities).  The amendment of the terms of a warrant (or other security) may be considered to be the distribution of a new security under securities laws and require exemptions from legislative requirements.  Furthermore, the amendment of the terms of a security held by an insider or a related party may be considered to be a related party transaction under Multilateral Instrument 61-101 and require exemptions from provisions of that rule.  Issuers should consult legal counsel before amending the terms of a security.

4. 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.

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 Policy 1).

4. All of the information in this Form 13 Notice of Amendment of Warrant Terms is true.

Dated  May 27, 2020                                                .

Michael Kidd                                           Name of Director or Senior Officer

"Michael Kidd"                                         Signature

Chief Financial Officer                         Official Capacity