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  4. [6-K] C21 Investments Inc. Current Report (Foreign Issuer)

C21 Investments Inc. reported $32.6M in revenue and a $3.2M net loss for fiscal 2026. See the full CWLXF financial statements: income statement, balance sheet, cash flow and ratios, each column linked to its SEC filing.

C21 Investments holders back Vireo takeover plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

C21 Investments Inc. reports that its shareholders have approved a statutory plan of arrangement under the Business Corporations Act (British Columbia) under which Vireo Growth Inc. will acquire all issued and outstanding common shares of C21, following conversion of all subordinate voting shares.

The arrangement resolution was approved by 96.58% of votes cast, and by 96.48% of votes cast excluding certain persons pursuant to Multilateral Instrument 61-101. C21 plans to seek a final order from the Supreme Court of British Columbia on August 13, 2026, and, subject to court, regulatory and other customary approvals and conditions, expects the transaction to close on or about August 21, 2026.

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Shareholder approval including all votes 96.58% Approval of the arrangement resolution by C21 shareholders at the special meeting
Shareholder approval excluding certain persons 96.48% Approval of the arrangement resolution excluding votes required by Multilateral Instrument 61-101
Special meeting date August 7, 2026 Date C21 shareholders voted on the arrangement resolution
Planned court hearing date August 13, 2026 Intended date to seek final order from the Supreme Court of British Columbia
Expected closing date on or about August 21, 2026 Anticipated closing timing for the arrangement, subject to approvals and conditions
statutory plan of arrangement regulatory
"a statutory plan of arrangement under the Business Corporations Act (British Columbia)"
A statutory plan of arrangement is a formal, court‑approved legal process companies use to reorganize, merge, buy or change the rights of shareholders and creditors. Think of it like a referee‑backed roadmap that stakeholders vote on and a judge signs off so the deal can bind everyone, even those who disagree; investors care because it can change ownership, share value, voting rights and timelines for receiving cash or new securities.
Business Corporations Act (British Columbia) regulatory
"a statutory plan of arrangement under the Business Corporations Act (British Columbia)"
A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions regulatory
"as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions"
forward-looking information financial
"This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws"
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

FAQ

What did C21 Investments (CWLXF) shareholders approve regarding Vireo Growth Inc.?
Shareholders of C21 Investments approved a statutory plan of arrangement under which Vireo Growth Inc. will acquire all issued and outstanding common shares of C21, following conversion of subordinate voting shares. This approval was obtained at a special shareholders’ meeting held on August 7, 2026.

What level of shareholder support did C21 Investments (CWLXF) receive for the arrangement?
The arrangement resolution received 96.58% approval of votes cast and 96.48% approval excluding certain persons under Multilateral Instrument 61-101. These high approval levels indicate broad shareholder support for the proposed acquisition by Vireo Growth Inc..

When is the C21 Investments (CWLXF) transaction with Vireo expected to close?
Assuming all required court and regulatory approvals are obtained and customary conditions are satisfied or waived, C21 expects the arrangement with Vireo Growth Inc. to close on or about August 21, 2026. This timing is forward-looking and subject to change based on approvals.

What type of transaction structure is C21 Investments (CWLXF) using with Vireo?
The companies are using a statutory plan of arrangement under the Business Corporations Act (British Columbia). This structure allows Vireo to acquire all C21 common shares following conversion of subordinate voting shares, with court supervision and required shareholder and regulatory approvals.

What risks did C21 Investments (CWLXF) highlight about completing the Vireo arrangement?
C21 noted risks including failure to obtain required court and regulatory approvals, inability to satisfy conditions of the arrangement agreement, the potential for a superior proposal from a third party, and that anticipated benefits to Vireo and its shareholders may not be realized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026.

Commission File Number 000-55982

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

Suite 1900-855 West Georgia St
Vancouver BC, V6C 3H4
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 [X]           Form 40-F [   ]

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.

  C21 INVESTMENTS INC.
   
Date: August 7, 2026 /s/ Michael Kidd
  Michael Kidd
  Chief Financial Officer

-2-

INDEX TO EXHIBITS

Exhibit   Description
   
99.1   News Release dated August 7, 2026

C21 Shareholders Approve Arrangement with Vireo Growth Inc.

VANCOUVER, August 7, 2026 - C21 Investments Inc. (CSE: CXXI and OTCQX: CXXIF) ("C21" or the "Company"), is pleased to announce that shareholders of C21 approved, at the special meeting of C21's shareholders held earlier today (the "Meeting"), the special resolution (the "Arrangement Resolution") in respect of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Vireo Growth Inc. ("Vireo") will acquire all of the issued and outstanding common shares of C21, after conversion of all subordinate voting shares of C21 (the "Arrangement").

The Arrangement Resolution was passed with approval by 96.58% of votes cast by C21 shareholders at the Meeting in person or by proxy, and by 96.48% of votes cast by C21 shareholders at the Meeting in person or by proxy excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.   

C21 plans to apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement on August 13, 2026.  Assuming the satisfaction or waiver of other customary closing conditions and subject to the receipt of all relevant regulatory and court approvals, the Arrangement is expected to close on or about August 21, 2026. 

For further inquiries, please contact:

Investor contact: Company contact:
   
Investor Relations Michael Kidd
info@cxxi.ca Chief Financial Officer and Director 
+1 833 289-2994 Michael.Kidd@cxxi.ca

About C21 Investments Inc.

C21 Investments Inc. is a vertically integrated cannabis company that cultivates, processes, and distributes quality cannabis and hemp-derived consumer products in the United States. The Company is focused on value creation through the disciplined acquisition and integration of core retail, manufacturing, and distribution assets in strategic markets, leveraging industry-leading retail revenues with high-growth potential multi-market branded consumer packaged goods. The Company owns Silver State Relief and Silver State Cultivation in Nevada, including legacy Oregon brands Phantom Farms, Hood Oil and Eco Firma Farms. These brands produce and distribute a broad range of THC and CBD products from cannabis flowers, pre-rolls, cannabis oil, vaporizer cartridges and edibles. Based in Vancouver, Canada, additional information on C21 can be found at www.sedarplus.ca and www.cxxi.ca.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes: the receipt of required regulatory approvals for the Arrangement; the ability of C21 and Vireo to satisfy the other conditions to, and to complete, the Arrangement; the anticipated date of the hearing for the final order; and the anticipated timing of closing of the Arrangement. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances. The forward-looking information included in this news release is based on management's opinions, estimates and assumptions in light of their experience and perception of historical trends, current conditions and expected future developments, management's assumptions regarding the Arrangement (including, but not limited to, C21's ability to close the Arrangement on the terms contemplated, and to derive the anticipated benefits therefrom), as well as other factors that management currently believes are appropriate and reasonable in the circumstances. The forward-looking information contained in this news release is also based upon a number of assumptions, including C21's ability to obtain court and regulatory approvals in a timely matter, if at all; its ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the Arrangement; assumptions in respect of current and future market conditions and the execution of C21's and Vireo's business strategies, that operations in Vireo's and C21's properties will continue without interruption, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to, failure to receive the required court, regulatory and other approvals necessary to effect the Arrangement; the potential for a third party to make a superior proposal; that Vireo and its shareholders will not realize the anticipated benefits following the completion of the Arrangement; and those risks as further set forth in the Circular and filed on C21's profile on the SEDAR+ website at www.sedarplus.ca.

Although C21 has attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to it or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents C21's expectations as of the date of this news release and is subject to change after such date. C21 disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

Source: View Original Filing on SEC EDGAR

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