UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 2)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended January 31, 2020
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ______
OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:

Commission file number 000-55982

C21 Investments Inc.
(Exact name of Registrant as specified in its charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

19^th Floor, 885 West Georgia Street

Vancouver, British Columbia V6E 3H4

Canada

(Address of principal executive offices)

Michael Kidd

C21 Investments Inc.

19^th Floor, 885 West Georgia Street

Vancouver, British Columbia V6E 3H4

Canada

Tel: 833-289-2994

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

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

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 
As at January 31, 2020, 89,388,640 common shares of the Registrant were issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer, "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒

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.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued ☒	Other ☐
	by the International Accounting Standards Board

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

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 ☒

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EXPLANATORY NOTE

This Amendment No. 2 to Form 20-F (this "Amendment No. 2") is being filed to amend the annual report on Form 20-F for the fiscal year ended January 31, 2020 (the "Annual Report") filed by C21 Investments Inc. (the "Company") on July 20, 2020, as amended on July 22, 2020 (the "Amendment No. 1"). The purpose of this Amendment No. 2 is solely to file an updated Exhibit 99.2, Consolidated Financial Statements for the years ended January 31, 2020, 2019, and 2018, with the requisite signature of the Company's independent registered public accounting firm. The Report of Independent Registered Public Accounting Firm enclosed within the Consolidated Financial Statements for the years ended January 31, 2020, 2019, and 2018 included in the original Annual Report was inadvertently filed without the requisite signature by the Company's independent registered public accounting firm.

This Amendment No. 2 consists solely of a cover page, this explanatory note, Item 19 (the list of exhibits, as updated), Exhibits 12.1, 12.2, 13.1 and 13.2 (new certifications by the Company's principal executive officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended), Exhibit 99.2 and a signature page.

Other than as expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend, update or restate the information in the original filing of the Annual Report or the Amendment No. 1 or reflect any events that have occurred after the original filing was made. Information not affected by this Amendment No. 2 remains unchanged and reflects the disclosures made at the times as of which the original Annual Report and Amendment No. 1 were made. No changes have been made to the financial statements of the Company as contained in the original filing of the Annual Report. Accordingly, this Amendment No. 2 should be read together with the original filing of the Annual Report, the Amendment No. 1 and the Company's other filings with the Securities and Exchange Commission.

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Item 19. Exhibits

The following exhibits are filed as part of this Annual Report:

Exhibit Number	Name
1.1	Articles of Incorporation (1)
1.2	Certificate of Incorporation and Certificates of name changes (2)
2.1	Description of the Company's Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (3)
4.1	Stock Option Plan (4)
4.2	Restricted Share Unit Plan (5)
4.3	Indenture dated December 31, 2018 between the Company and Alliance Trust Company (6)
4.4	Indenture dated January 30, 2019 between the Company and Alliance Trust Company (7)
4.5	Consulting Services Agreement dated September 1, 2019, between the Company and CB1 Capital Advisors LLC (8)
8.1	List of Subsidiaries (9)
12.1*	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)*
12.2*	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)*
13.1*	Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350*
13.2*	Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350*
15.1	Management's Discussion and Analysis for the Year Ended January 31, 2020 (10)
99.2*	Audited Annual Consolidated Financial Statements for the years ended January 31, 2020, 2019, and 2018
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Previously filed or furnished with the Company’s Annual Report on Form 20-F on July 14, 2020.

(1) Incorporated by reference to Exhibit 1.1 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(2) Incorporated by reference to Exhibit 1.2 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(3) Incorporated by reference to Exhibit 2.1 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(4) Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(5) Incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(6) Incorporated by reference to Exhibit 4.3 to the Company's Amendment No. 1 to the Annual Report on Form 20-F/A filed with the SEC on July 22, 2020.

(7) Incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(8) Incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(9) Incorporated by reference to Exhibit 8.1 to the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

(10) Incorporated by reference to Exhibit 15.1  the Company's Annual Report on Form 20-F filed with the SEC on July 14, 2020.

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SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sight this Amendment to the Annual Report on its behalf.

C21 Investments Inc.


By:/s/ Sonny Newman

Name:Sonny Newman

Title:President and Chief Executive Officer

Date:  September 14, 2020

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