C21 Investments ends SEC registration after sale

C21 Investments Inc. (CWLXF) filed a Form 15 to terminate the registration of its common shares under section 12(g) of the Securities Exchange Act of 1934 and to suspend its duty to file periodic reports under sections 13 and 15(d).

Rhea-AI Filing Summary

C21 Investments Inc. (CWLXF) filed a Form 15 to terminate the registration of its common shares under section 12(g) of the Securities Exchange Act of 1934 and to suspend its duty to file periodic reports under sections 13 and 15(d). This follows its acquisition by Vireo Growth Inc. through a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), in which all issued and outstanding common shares of C21 Investments Inc., after conversion of all subordinate voting shares, were acquired by Vireo Growth Inc.

Key Figures

Commission File Number: 000-55982 Form 15 filing date: August 26, 2026 Covered security class: Common Shares, no par value

3 metrics

Commission File Number 000-55982 Exchange Act registration identifier for C21 Investments Inc.

Form 15 filing date August 26, 2026 Date C21 Investments Inc. executed the Form 15 certification

Covered security class Common Shares, no par value Class of securities for which registration is being terminated

Key Terms

Form 15, section 12(g), sections 13 and 15(d), statutory plan of arrangement, +1 more

5 terms

Form 15 regulatory

"FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

section 12(g) regulatory

"TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

sections 13 and 15(d) regulatory

"SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)"

statutory plan of arrangement regulatory

"was acquired by Vireo Growth Inc. by way of a statutory plan of arrangement"

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

"under Division 5 of Part 9 of 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did C21 Investments Inc. (CWLXF) file a Form 15?

C21 Investments Inc. filed a Form 15 to terminate registration of its common shares under section 12(g) and suspend reporting obligations under sections 13 and 15(d) after all its issued and outstanding common shares were acquired by Vireo Growth Inc. through a statutory plan of arrangement.

What happened to C21 Investments Inc. (CWLXF) common shares?

All issued and outstanding common shares of C21 Investments Inc., after conversion of all subordinate voting shares, were acquired by Vireo Growth Inc. under a statutory plan of arrangement governed by the Business Corporations Act (British Columbia).

Does C21 Investments Inc. (CWLXF) still have SEC reporting obligations?

C21 Investments Inc. filed Form 15 to terminate registration under section 12(g) and suspend its duty to file reports under sections 13 and 15(d) of the Securities Exchange Act of 1934, following its acquisition by Vireo Growth Inc.

What legal structure was used for the acquisition of C21 Investments Inc. (CWLXF)?

The acquisition of C21 Investments Inc. by Vireo Growth Inc. was completed by way of a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia).

When did C21 Investments Inc. (CWLXF) certify the termination of registration?

C21 Investments Inc. certified the termination of registration and suspension of reporting obligations on August 26, 2026, as signed on its behalf by Tyson Macdonald, Vice-President.

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

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Available on EDGAR 08/26/2026 - 04:26 PM EDT Accepted by SEC EDGAR 08/26/2026 - 04:25 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 000-55982

C21 Investments Inc.

(Exact name of registrant as specified in its charter)

19th Floor, 885 West Georgia Street

Vancouver, British Columbia V6C 3H4 Canada

833-289-2994

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Common Shares, no par value

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date: None*

* On August 21, 2026, C21 Investments Inc. was acquired by Vireo Growth Inc. by way of a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia), at which time all of the issued and outstanding common shares (after conversion of all subordinate voting shares) of C21 Investments Inc. were acquired by Vireo Growth Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, C21 Investments Inc. has caused this certification/notice to be signed and filed on its behalf by the undersigned duly authorized person.

Date: August 26, 2026	C21 Investments Inc.
	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Vice-President