C21 Investments Files 20-F Annual Report

Ticker: CWLXF · Form: 20-F · Filed: Jul 25, 2024 · CIK: 831609

Sentiment: neutral

Topics: annual-report, 20-F, financials

TL;DR

C21 Investments filed its 20-F for FY24 ending Jan 31. Check financials.

AI Summary

C21 Investments Inc. filed its annual report on Form 20-F for the fiscal year ending January 31, 2024. The company, previously known as Curlew Lake Resources Inc., is incorporated in A1 and headquartered in Vancouver, Canada. The filing covers financial data and business operations for the period, with specific dates for fiscal year ends and reporting periods noted.

Why It Matters

This filing provides investors with a comprehensive overview of C21 Investments Inc.'s financial performance and business activities for the fiscal year ending January 31, 2024, crucial for understanding the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — As a 20-F filing, it contains detailed financial and operational information, but the specific business sector and any disclosed risks would require deeper analysis to determine a precise risk level.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of C21 Investments Inc. as indicated by its SIC code?

The Standard Industrial Classification (SIC) code provided is 2833, which corresponds to MEDICINAL CHEMICALS & BOTANICAL PRODUCTS.

When was C21 Investments Inc. formerly known as Curlew Lake Resources Inc. and when did the name change occur?

The company was formerly known as Curlew Lake Resources Inc. with a date of name change listed as 20121129.

What is the business address of C21 Investments Inc.?

The business address is Suite 1900-855 West Georgia Street, Vancouver, A1, V6C 3H4.

What are the dates of the subsequent events mentioned in the filing?

Subsequent events are noted for the periods 2023-02-01 to 2024-02-02 and 2024-05-01 to 2024-05-06.

What is the SEC file number for C21 Investments Inc.'s 20-F filing?

The SEC file number is 000-55982.

Filing Stats: 4,488 words · 18 min read · ~15 pages · Grade level 13.4 · Accepted 2024-07-24 17:40:18

Key Financial Figures

Filing Documents

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 3 TABLE OF CONTENTS INTRODUCTION 6 CURRENCY 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 7

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 7

Key Information

Item 3. Key Information 7

Information on the Company

Item 4. Information on the Company 25

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 33

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 33

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 48

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 55

Financial Information

Item 8. Financial Information 57

The Offer and Listing

Item 9. The Offer and Listing 58

Additional Information

Item 10. Additional Information 59

Quantitative and Qualitative Disclosures about Market Risk

Item 11. Quantitative and Qualitative Disclosures about Market Risk 66

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 67 Part II.

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies 67

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 67

Controls and Procedures

Item 15. Controls and Procedures 67

[Reserved]

Item 16. [Reserved] 69

Audit Committee Financial Expert

Item 16A. Audit Committee Financial Expert 69

Code of Ethics

Item 16B. Code of Ethics 69

Principal Accountant Fees and Services

Item 16C. Principal Accountant Fees and Services 69

Exemptions from the Listing Standards for Audit Committees

Item 16D. Exemptions from the Listing Standards for Audit Committees 70

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 70

Changes in Registrant's Certifying Accountant

Item 16F. Changes in Registrant's Certifying Accountant 70 4

Corporate Governance

Item 16G. Corporate Governance 70

Mine Safety Disclosure

Item 16H. Mine Safety Disclosure. 70

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 70

Insider Trading Polcies

Item 16J. Insider Trading Polcies. 70

Cybersecurity

Item 16K. Cybersecurity. 70 Part III.

Financial Statements

Item 17. Financial Statements 71

Financial Statements

Item 18. Financial Statements 71

Exhibits

Item 19. Exhibits 72

SIGNATURES

SIGNATURES 73 5 INTRODUCTION In this annual report on Form 20-F, which we refer to as the "Annual Report", except as otherwise indicated or as the context otherwise requires, the "Company", "we", "our" or "us" or "C21" refers to C21 Investments Inc. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the United States Securities and Exchange Act of 1934, as amended (the " Exchange Act ") and Rule 405 under the United States Securities Act of 1933, as amended (the " Securities Act "). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder. CURRENCY Unless otherwise indicated, all dollar amounts in this Annual Report are in United States dollars. The exchange rate of Canadian dollars into United States dollars, on January 31, 2024 based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.3522. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States ("U.S.") securities laws (collectively, "forward-looking statements"). All forward-looking statements, other than statements of historical facts, included in this Annual Report that addresses activities, events or developments that the Company expects or anticipates will or may occur in the future is forward-looking statements. Forward-looking statements includes, among other things, information regarding: statements relating to the business and future activities of, and developments related to, the Company, including information concerning the completion and timing of the completion of contemplated acquisitions or dispositions, expectations whether such proposed transactions will be consummated on the current terms or otherwise and contemplated timing, expectations and effects of such proposed transaction

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not Applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not Applicable.

Key Information

Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not Applicable. C. Reasons for the Offer and Use of Proceeds Not Applicable. D. Risk Factors The following are certain factors relating to the business and securities of the Company. The Company will face a number of challenges and significant risks in the development of its business due to the nature of and present stage of its business. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or currently deemed immaterial by the Company, may also impair the operations of or materially adversely affect the securities of the Company. If any such risks occur, the Company's shareholders could lose all or part of their investment and the business, financial condition, liquidity, results of operations and prospects of the Company could be materially adversely affected. Some of the risk factors described herein are interrelated and, consequently, readers should treat such risk factors as a whole. 7 The acquisition of any of the securities of the Company is speculative, involving a high degree of risk and should be undertaken only by persons whose financial resources are enough to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the securities of the Company should not constitute a major portion of a person's investment portfolio and should only be made by persons who can afford a total loss of their investment. Risks Related to the Cannabis Industry While certain U.S. states have enacted medical and/or adult-use cannabis legislation, cannabis continues to be illegal under U.S. federal law, which may subject us to regulatory or legal enforcement, litigation, increased costs and reputational harm. Eighty (80%) of the U.S. states have enacted legislation to regulate the sale and use of cannabis on either a medical or adult- use

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