Dirtt Environmental Solutions Ltd 8-K/A, filed Sep 12, 2023
Dirtt Environmental Solutions Ltd (DRTTF)
About this 8-K/A
Dirtt Environmental Solutions Ltd filed this 8-K/A on September 12, 2023, reporting on events of September 6, 2023.
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
Explanatory Note
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on September 7, 2022, DIRTT Environmental Solutions Ltd. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) that the Company was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) for a period of 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the notice to regain compliance with the Bid Price Rule by maintaining a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive business days at any time during the 180-day period.
On March 7, 2023, Nasdaq notified the Company in writing that while the Company had not regained compliance with the Bid Price Rule, it was eligible for an additional 180 calendar day period, or until September 5, 2023, to regain compliance with the Bid Price Rule. The Company’s securities were transferred to The Nasdaq Capital Market at the opening of business on March 9, 2023.
The Company did not regain compliance before the additional 180-day period expired on September 5, 2023. On September 6, 2023, the Company received notice from the Nasdaq that the Company's shares would be delisted. The Company does not intend to file an appeal and pursuant to this letter, trading of the Company's ordinary shares will be suspended at the opening of business on or around September 15, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will delist the Company's securities from listing and registration on the Nasdaq Stock Market.
Item 7.01 |
Regulation FD. |
The Company issued a press release regarding the delisting from Nasdaq. 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 information in this Item 7.01, 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
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Exhibit |
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Description |
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99.1* |
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Press Release issued by DIRTT Environmental Solutions Ltd. on September 11, 2023 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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DIRTT Environmental Solutions Ltd. |
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Date: |
September 11, 2023 |
By: |
/s/ Fareeha Khan |
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Fareeha Khan |
Exhibit 99.1
DIRTT to Delist from Nasdaq Exchange; Public Trading on Toronto Stock Exchange Will Continue
Explanatory Note:
Updated below on September 11, 2023 pursuant to Form 8-K/A filed on September 11, 2023 with the SEC to explain the delisting
CALGARY, Alberta, DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”), a leader in industrialized construction, announced on September 6, 2023, that The Nasdaq Stock Market (“Nasdaq”) will be delisting its shares on or around September 15, 2023. After the delisting, all current and future DIRTT shareholders will retain their ability to publicly trade DIRTT shares on the Toronto Stock Exchange (“TSX”) under the symbol "DRT".
The Company estimates a recurring annual cost savings of approximately USD $400,000 from the delisting. Otherwise, the Company’s business operations will not be affected, nor will its commitment to delivering value to customers, partners, employees, and shareholders. DIRTT will continue to comply with all U.S. Securities and Exchange Commission (SEC) regulations applicable to companies registered with the SEC, including filing annual reports, quarterly reports and current reports.
Commented DIRTT CEO Benjamin Urban, “After careful consideration, we determined there was insufficient value provided to DIRTT and our shareholders by maintaining a dual listing on both the Nasdaq and TSX. DIRTT shares will remain fully tradeable on the TSX, and the annual expense we incur to maintain the dual listing will be eliminated. This decision is an additional step in executing our strategy to streamline and simplify our business. Unlike the TSX, the Nasdaq has a listing rule that requires companies to maintain a minimum $1.00 share price. Although we did have the option to initiate a reverse stock split to continue the Nasdaq listing, we chose instead to invest our time and savings to create additional value for our clients and rewards for our shareholders.”
As discussed on its August 3, 2023 earnings call, the Company remains confident in its order pace and future growth opportunities. Additional information on the Nasdaq delisting can be found in DIRTT’s 8-K/A filed on September 11, 2023 with the SEC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release are “forward-looking statements” within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this news release, the words “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,” “can,” “continue,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular and without limitation, this news release contains forward-looking information pertaining to our expectations regarding revenues; project delivery and the timing thereof; implementation of our strategic plan, including the effects of our improved cost structure; profitable future growth; the effects of our strategic initiatives and the timing thereof; general economic conditions and rising interest rates; our beliefs about our twelve-month forward sales and qualified leads pipeline; large projects and the timing and revenue as a result thereof; our beliefs about future revenue, Adjusted EBITDA, unrestricted cash, activity levels and the timing thereof; our beliefs about the impact of future revenue on cash flow, and the timing thereof; our ability to weather economic conditions and invest in technology and commercial organizations; and the continued evaluation of our cost structure.
Forward-looking statements are based on certain estimates, beliefs, expectations, and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate.
Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, risks described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) and applicable securities commissions or similar regulatory authorities in Canada on February 22, 2023 as supplemented by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC and applicable securities commissions or similar regulatory authorities in Canada on August 2, 2023.
Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.
ABOUT DIRTT
DIRTT is a leader in industrialized construction. Its 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 commercial, healthcare, education, and public sector markets, DIRTT's system provides total design freedom, and greater certainty in cost, schedule, and outcomes.
FOR FURTHER INFORMATION, PLEASE CONTACT
DIRTT Investor Relations at ir@dirtt.com