UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 30, 2022, DIRTT Environmental Solutions Ltd. (the “Company”) issued 638,996 common shares of the Company (“Common Shares”) to 726 BC LLC and 726 BF LLC (together, “726”), in a private placement simultaneous with the Private Placement (as defined below), at a deemed per share price equal to the Subscription Price (as defined below), as reimbursement for the costs incurred by 726 in connection with the Company’s contested director elections in 2022. The Company and 726 executed a Release, dated November 30, 2022 (the “Release”), which released and discharged the Company from any claims for legal fees or other expenses incurred by 726 in connection with the Company’s contested director elections in 2022.
As of the date hereof, 726 beneficially owns more than 10% of the Company’s issued and outstanding Common Shares. Shaun Noll is a director of the Company and also serves as the Chief Investment Officer and President of both 726 BC LLC and 726 BF LLC.
The foregoing is qualified in its entirety by reference to the full text of the Release, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| Item 8.01 | Other Events. |
On November 30, 2022, the Company closed the previously announced private placement of Common Shares to certain insiders of the Company at a subscription price of $0.32 per Common Share (the “Subscription Price”) for aggregate gross proceeds of approximately $2.8 million (the “Private Placement”), which includes the issuance of shares to 726 relating to the Release as discussed above. The Company intends to use the net proceeds of the Private Placement to provide additional liquidity as the Company works to complete its strategic initiatives.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 10.1 | Release, dated November 30, 2022, by and among DIRTT Environmental Solutions Ltd., 726 BC LLC and 726 BF LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
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 hereunto duly authorized.
Date: November 30, 2022
| DIRTT Environmental Solutions Ltd. | ||
| By: | /s/ Nandini Somayaji | |
| Nandini Somayaji | ||
| Senior Vice President, Talent | ||
| General Counsel and Corporate Secretary | ||
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