Form 8-K - Current report

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): June 30, 2024

   

DIRTT ENVIRONMENTAL SOLUTIONS LTD

(Exact name of Registrant as Specified in Its Charter)


Canada	001-39061	00-0000000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7303 30th Street S.E.
Calgary, Alberta		T2C 1N6
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (403) 723-5000

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, 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. ☒


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 1, 2024, the Company announced that Mr. Scott Robinson was elected to serve as Board Chair to replace Mr. Ken Sanders, who announced his intention to retire from the Board of Directors on June 30, 2024, effective immediately. Mr. Robinson serves as the Chair of the Audit Committee and a member of the Enterprise Risk Management Committee.


Item 7.01.	Regulation RD

The Company issued a press release on July 1, 2024 announcing Mr. Robinson's election as Board Chair. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits



Exhibit		Description

99.1*		Press release dated July 1, 2024

104		Cover Page Interactive Data (embedded within the Inline XBRL document).


*	Furnished herewith.

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.


			DIRTT Environmental Solutions Ltd.

Date:	July 3, 2024	By:	/s/ Fareeha Khan
			Fareeha Khan Chief Financial Officer

DIRTT Announces Board of Directors Changes

CALGARY, Alberta, July 1, 2024 – DIRTT Environmental Solutions Ltd. (TSX: DRT) (OTC: DRTTF) (“DIRTT”), a global leader in industrialized construction, today announced that its Board of Directors has elected Scott Robinson to serve as Board Chair.

Mr. Robinson has served on the Board since 2022, as Chair of the Audit Committee and member of the Enterprise Risk Management Committee. He assumes the role previously held by Ken Sanders, who is retiring from the DIRTT Board effective June 30, 2024.

“It has been a privilege to serve DIRTT’s shareholders, business partners and other stakeholders alongside my fellow board members and the executive leadership team,” said Mr. Sanders. “I am incredibly proud of the progress made in positioning the company for continued growth and success. Scott Robinson is an amazing leader, and I am thrilled he has agreed to step into the role of Board Chair as DIRTT continues its journey to excellence.”

“On behalf of the Board of Directors and DIRTT leadership team, I would like to thank Ken for his contributions,” said Mr. Robinson. “Ken’s deep industry knowledge stemming from his successful career in architecture has been an asset to the organization. We wish him the best in his future endeavors.”

ABOUT DIRTT

DIRTT is a leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT's system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT's interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, AB Canada, DIRTT trades on the Toronto Stock Exchange under the symbol "DRT".

FOR FURTHER INFORMATION, PLEASE CONTACT

DIRTT Investor Relations at ir@dirtt.com

Document and Entity Information	Jul. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Entity Registrant Name	DIRTT ENVIRONMENTAL SOLUTIONS LTD
Entity Central Index Key	0001340476
Entity File Number	001-39061
Entity Incorporation State Country Code	Z4
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	7303 30th Street S.E.
Entity Address City Or Town	Calgary
Entity Address State Or Province	AB
Entity Address Postal Zip Code	T2C 1N6
City Area Code	(403)
Local Phone Number	723-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true