{"url_path":"/sec/cxxif/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 ** **Financial Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/831609/0001062993-26-003168-index.html","accession_number":"0001062993-26-003168","cik":"0000831609","ticker":"CXXIF","issuer_name":"C21 Investments Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/831609/0001062993-26-003168-index.html","primary_entity_key":"0000831609","primary_entity_name":"C21 Investments Inc."},"word_count":678,"has_tables":true,"body_markdown":"**Item 8.** **Financial Information**\n\n**A.** **Consolidated Statements and Other Financial Information**\n\n***Financial Statements***\n\nSee Item 18 \"Financial Statements\" for our Annual Audited Consolidated Financial Statements, related notes and other financial information filed with this Annual Report.\n\n***Settlement of Legal Proceedings***\n\nOn September 4, 2025, the Company entered into a settlement agreement (the \"EFF Settlement Agreement\") with respect to certain actions filed in the Oregon State Circuit Court for Clackamas County and the Oregon Court of Appeals by two owners (each, a \"Vendor\") of Proudest Monkey Holdings, LLC (\"Proudest Monkey\"), an entity that was previously the sole owner of EFF (the \"Oregon Actions\") and an action filed in the Supreme Court of British Columbia by Proudest Monkey and one of its owners (the \"BC Action\", and together with the Oregon Actions, the \"Litigation\"). The Company acquired all the membership units of EFF from Proudest Monkey pursuant to a purchase and sale agreement dated January 19, 2018 (the \"EFF Agreement\").\n\nPursuant to the Oregon Actions, two Vendors made claims related to contract, employment and statutory damages against the Company, its wholly-owned subsidiaries 320204 US Holdings Corp, EFF, Swell Companies Limited, and Phantom Brands LLC, and three directors, two officers, and one former employee of the Company. The Company alleged breach and default under the EFF Agreement in connection with certain conduct by the Vendors which occurred prior to and after the completion of the acquisition of EFF. As a result, the Company withheld issuing certain equity consideration payable to the Vendors pursuant to the terms of the EFF Agreement, as a result of which Proudest Monkey and one of the Vendors launched the BC Action, to which the Company filed counterclaims.\n\nIn addition to such other terms and conditions as agreed to among the parties, pursuant to the EFF Settlement Agreement, the parties to the Litigation agreed to (a) fully and finally settle all claims between them, have each action dismissed with respect to all remaining claims on a with prejudice basis and to mutually release each other from all claims asserted in the BC Action and Oregon Actions, (b) the Company agreed to pay to the plaintiffs under the Litigation (the \"Plaintiffs\") the total cash sum of $2,400,000 (the \"Settlement Amount\") as follows: (i) $500,000 payable on or before September 12, 2025 (the \"Initial Payment Date\") (paid); (ii) $100,000 per month payable over a period of 19 months commencing one month after the Initial Payment Date ($300,000 paid to December 31, 2025), and (c) pursuant to the terms of the EFF Agreement, the Company agreed to issue to certain of the Vendors an aggregate of 555,793 (reduced from 793,093) common shares of the Company (the \"Share Consideration\").\n\nThe Settlement resulted in the cash liability in respect of the payment of the Settlement Amount being offset by the extinguishment of convertible notes of $1,156,259 and the accounts payable Litigation related accrual of $612,500. The recognition of the $2,400,000 settlement liability, extinguishment of liabilities totaling $1,768,759, and reduction of the commitment to issue shares possessing a value of $188,698 (C$260,950) resulted in a loss on settlement of legal proceedings of $442,543. The Share Consideration was paid after March 31, 2026. \n\n59\n\n***Dividends***\n\nThe Company has not paid any dividends on its common shares in its last three financial years and does not anticipate doing so in the foreseeable future. It is contemplated by the Company that it will reinvest all future earnings in order to finance the development and growth of its business. Any future determination to pay distributions will be at the discretion of the Board and will be made in accordance with the BCBCA and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restrictions on the payment of distributions and any other factors that the Board deems relevant.  The Company is not restricted from declaring dividends or other distributions on its common shares.\n\n**B.** **Significant Changes**\n\nThe Company has not experienced any significant changes since the date of the financial statements included with this Annual Report, except as disclosed in this Annual Report."}