C21 Investments Inc. Files Annual 20-F Report

Ticker: CWLXF · Form: 20-F · Filed: Aug 8, 2024 · CIK: 831609

Sentiment: neutral

Topics: annual-report, 20-F, financials

TL;DR

C21 Investments filed its 20-F, check financials for FY ending Jan 31, 2024.

AI Summary

C21 Investments Inc. filed its annual report on Form 20-F for the period ending March 31, 2024. The company, previously known as Curlew Lake Resources Inc., is incorporated in A1 and has its principal business address in Vancouver, Canada. The filing covers financial data for the fiscal years ending January 31, 2023, and January 31, 2024.

Why It Matters

This filing provides investors with a comprehensive overview of C21 Investments Inc.'s financial performance and operational status for the past fiscal year, crucial for understanding the company's health and future prospects.

Risk Assessment

Risk Level: medium — As a 20-F filing, it represents a standard annual disclosure for foreign private issuers, but the specific financial details and operational context within the report will determine the actual risk level for investors.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of C21 Investments Inc.?

The SIC code indicates C21 Investments Inc. is in 'MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833]', suggesting a focus on related products.

When was C21 Investments Inc. formerly known as Curlew Lake Resources Inc.?

The company changed its name from Curlew Lake Resources Inc. on November 29, 2012.

What is the SEC file number for C21 Investments Inc.?

The SEC file number for C21 Investments Inc. is 000-55982.

What is the fiscal year end for C21 Investments Inc.?

The fiscal year end for C21 Investments Inc. is March 31 (0331).

What are the dates for the most recent fiscal year reported in the filing?

The filing reports on the fiscal year from February 1, 2023, to January 31, 2024.

Filing Stats: 4,495 words · 18 min read · ~15 pages · Grade level 13.4 · Accepted 2024-08-08 11:40:26

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 7

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

Offer Statistics and Expected Timetable 7

Item 2. Offer Statistics and Expected Timetable 7

Key Information 7

Item 3. Key Information 7

Information on the Company 25

Item 4. Information on the Company 25

Unresolved Staff Comments 33

Item 4A. Unresolved Staff Comments 33

Operating and Financial Review and Prospects 33

Item 5. Operating and Financial Review and Prospects 33

Directors, Senior Management and Employees 48

Item 6. Directors, Senior Management and Employees 48

Major Shareholders and Related Party Transactions 55

Item 7. Major Shareholders and Related Party Transactions 55

Financial Information 57

Item 8. Financial Information 57

The Offer and Listing 58

Item 9. The Offer and Listing 58

Additional Information 59

Item 10. Additional Information 59

Quantitative and Qualitative Disclosures about Market Risk 66

Item 11. Quantitative and Qualitative Disclosures about Market Risk 66

Description of Securities Other than Equity Securities 67

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

Defaults, Dividend Arrearages and Delinquencies 67

Item 13. Defaults, Dividend Arrearages and Delinquencies 67

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

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

Controls and Procedures 68

Item 15. Controls and Procedures 68

[Reserved] 69

Item 16. [Reserved] 69

Audit Committee Financial Expert 69

Item 16A. Audit Committee Financial Expert 69

Code of Ethics 69

Item 16B. Code of Ethics 69

Principal Accountant Fees and Services 69

Item 16C. Principal Accountant Fees and Services 69

Exemptions from the Listing Standards for Audit Committees 70

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers 70

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

Changes in Registrant's Certifying Accountant 70

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

Corporate Governance 70

Item 16G. Corporate Governance 70

Mine Safety Disclosure. 70

Item 16H. Mine Safety Disclosure. 70

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 70

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

Insider Trading Polcies. 70

Item 16J. Insider Trading Polcies. 70 Part III.

Financial Statements 71

Item 17. Financial Statements 71

Financial Statements 71

Item 18. Financial Statements 71

Exhibits 72

Item 19. Exhibits 72 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 March 31, 2024 based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.3550. 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 p

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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