UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 40-F
(AMENDMENT NO. 1)
[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year endedJanuary 31, 2019
Commission File Number000-55982
________________________________
C21 INVESTMENTS INC.
(Exact name of Registrant as specified in its charter)
British Columbia | 6770 | N/A |
(Province or other jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
incorporation or organization) | Code Number) | Identification Number) |
Suite 303, 595 Howe Street
Vancouver, British Columbia V6V 2T5
Canada
(416) 840-7884
(Address and telephone number of Registrant’s principal executive offices)
________________________________
CT Corporation System
15thStreet N.W., Suite 1000, Washington, DC 20005
(202) 572-3100
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: Common Shares, no par value
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form | [X] Audited annual financial statements |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 58,505,255
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). [ ] Yes [ ] No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company [X]
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
C21 Investments Inc. (“C21”) is filing this Amendment No. 1 (the “Form 40-F/A”) to its Annual Report on Form 40-F for the year ended January 31, 2019 (the “Fiscal Year”), filed on June 3, 2019 (the “Original Filing”), solely to furnish its financial statements for the Fiscal Year formatted in eXtensible Business Reporting Language (“XBRL”). In accordance with the policy of the Securities and Exchange Commission (the “Commission”) stated in Release No. 33-9002, C21 is filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F Annual Report, as filed with the Commission in the Original Filing.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
C21 INVESTMENTS INC. | ||
By: | /s/Robert Cheney | |
Name: Robert Cheney | ||
Title: Chief Executive Officer |
Date: June 28, 2019
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EXHIBIT INDEX
The following documents are being filed with the Commission as Exhibits to this Annual Report:
Exhibit | Description |
99.1 | Annual Information Form dated May 30, 2019* |
99.2 | Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended January 31, 2019 and January 31, 2018, together with the report thereon of the independent auditor* |
99.3 | Management’s Discussion and Analysis for the years ended January 31, 2019 and January 31, 2018* |
99.4 | Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act* |
99.5 | Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act* |
99.6 | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
99.7 | Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
99.8 | Consent of Davidson & Company LLP* |
99.9 | Code of Business Conduct and Ethics* |
* Previously filed in the Original Filing.