DRTTF 8-K
Dirtt Environmental Solutions Ltd (DRTTF)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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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 1.01. Entry into a Material Definitive Agreement.
BDC Facility Funding
On September 18, 2026, DIRTT Environmental Solutions Ltd. (the “Company”) received the final C$5.0million disbursement under the Company’s previously disclosed credit facility (the “BDC Facility”) with Business Development Bank of Canada (“BDC”). The Company has now received the full C$15.0 million gross financing commitment under the BDC Facility. As previously disclosed, the BDC Facility is a secured term loan facility that matures on April 30, 2032 and bears interest at BDC’s floating base rate less 0.75%.The terms of the BDC Facility were previously disclosed in the Company’s Current Report on Form 8-Kfiled with the Securities and Exchange Commission on December 11, 2025 and are incorporated herein by reference.
Letter of Credit
In connection with, and as a condition to receiving, the funding under the BDC Facility, Royal Bank of Canada (the “Lender”) issued an irrevocable standby letter of credit, dated September 15, 2026 (the “Letter of Credit”), in favor of BDC for the account of the Company, in an aggregate amount of C$3.5 million.
The Letter of Credit is available to BDC upon written demand in the form specified in the Letter of Credit and may be drawn upon in partial or multiple drawings. The Letter of Credit has an initial term of one year and is automatically extended for successive one-year periods unless the Lender gives notice of non-renewal.
The foregoing description of the Letter of Credit does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter of Credit, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided in Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 2.03 as if fully set forth herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release announcing the funding on September 21, 2026. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference.
The information set forth under Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, 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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10.1 |
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99.1* |
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104 |
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Cover Page Interactive Data (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 23, 2026 |
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By: |
/s/ Fareeha Khan |
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Fareeha Khan |
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Chief Financial Officer |
EXHIBIT 10.1
Irrevocable Standby Letter of Credit No.: …………………….
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RBC Royal Bank Global Loans Administration – Trade 155 WELLINGTON STREET WEST 8TH FLOOR TORONTO, ON M5V 3K7 Tel: Fax: 416-364-3670 SWIFT: ROYCCAT2GLA |
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Beneficiary: Business Development Bank of Canada (FULL BENEFICIARY’S NAME AND ADDRESS CONTINUED BELOW), Canada |
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Applicant: DIRTT Environmental Solutions Ltd 7303, 30th Street SE Calgary, Alberta T2C 1N6, Canada |
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Date of Issue: September 15, 2026
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Date and Place of Expiry: September 14, 2027 TORONTO, ONTARIO |
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Amount: CAD 3,500,000.00 Three Million Five Hundred Thousand Canadian Dollars
BENEFICIARY’S FULL NAME AND ADDRESS: The Edison, Suite 1310, 150 - 9th Avenue SW Calgary, ALBERTA T2P 3H9, CANADA ATTN: ACCOUNT MANAGER: Ken Kerr
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.XXXXXXXXXXX (THE “LETTER OF CREDIT”) IN YOUR FAVOUR FOR THE ACCOUNT OF DIRTT ENVIRONMENTAL SOLUTIONS LTD. IN THE AMOUNT OF THREE MILLION FIVE HUNDRED THOUSAND CANADIAN DOLLARS (CAD3,500,000.00) TO SECURE BANKING FACILITIES BY WAY OF LOANS, GUARANTEES, INDEMNITIES, PAYMENT OBLIGATIONS, LETTERS OF CREDIT AND ANY OTHER BANKING SERVICES WHATSOEVER GRANTED OR TO BE GRANTED BY BUSINESS DEVELOPMENT BANK OF CANADA TO: DIRTT ENVIRONMENTAL SOLUTIONS LTD.
THIS LETTER OF CREDIT IS AVAILABLE BY PAYMENT AGAINST YOUR WRITTEN DEMAND ADDRESSED TO US AT ROYAL BANK OF CANADA, GLOBAL LOANS ADMINISTRATION - TRADE, 155 WELLINGTON STREET WEST, 8TH FLOOR, TORONTO, ONTARIO, M5V 3K7, CANADA, OR ANY SUCH OTHER LOCATION THAT WE MAY PROVIDE TO YOU IN WRITING FROM TIME TO TIME STATING:
“THE AMOUNT OF THIS DRAWING, CAD XXXXXXXXXX, PRESENTED UNDER ROYAL BANK OF CANADA, GLOBAL LOANS ADMINISTRATION - TRADE, 155 WELLINGTON STREET WEST, 8TH FLOOR, TORONTO, ONTARIO, M5V 3K7, CANADA IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER XXXXXXXXXXX, REPRESENTS SUMS, INCLUDING PRINCIPAL, INTERESTS AND CHARGES DUE, OWING AND UNPAID UNDER BANKING FACILITIES GRANTED BY US TO DIRTT ENVIRONMENTAL SOLUTIONS LTD.”
IN ADDITION TO PRESENTATION OF YOUR DEMAND TO OUR ADDRESS MENTIONED ABOVE, COPY OF THE DOCUMENTS MUST BE EMAILED TO [email protected].
PARTIAL AND MULTIPLE DRAWING(S) ARE PERMITTED. |
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EXHIBIT 10.1
WE UNDERTAKE TO HONOUR YOUR DEMAND(S) FOR PAYMENT MADE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT IF RECEIVED BY US ON OR BEFORE THE PRESENT OR ANY FUTURE AUTOMATICALLY EXTENDED EXPIRATION DATE.
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED TO BE AUTOMATICALLY EXTENDED PERPETUALLY WITHOUT AMENDMENT FOR SUCCESSIVE PERIODS OF (1) ONE YEAR EACH FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST (60) SIXTY DAYS PRIOR TO THE PRESENT OR ANY FUTURE EXPIRATION DATE, WE SEND NOTICE TO YOU IN WRITING BY COURIER, REGULAR MAIL OR REGISTERED MAIL AT THE LAST KNOWN ADDRESS AS PER THE LETTER OF CREDIT, THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED FOR ANY SUCH ADDITIONAL PERIOD. UPON RECEIPT BY THE BENEFICIARY OF SUCH NOTICE, THE BENEFICIARY MAY CLAIM THAT BALANCE OWING BY PRESENTING DEMAND ACCORDING TO THIS LETTER OF CREDIT STATING:
“THE AMOUNT OF THIS DRAWING, CAD XXXXXXXXX, UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER XXXXXXXXXX REPRESENTS FUNDS OWED TO US AS WE HAVE RECEIVED NOTICE FROM ROYAL BANK OF CANADA OF THEIR DECISION NOT TO EXTEND THIS IRREVOCABLE STANDBY LETTER OF CREDIT FOR AN ADDITIONAL YEAR”.
ANY NUMBER OF PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE PERMITTED HEREUNDER.
EXCEPT WHERE THEY MAY CONFLICT WITH THE ABOVE TERMS AND CONDITIONS, THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 (“ISP98”). FOR MATTERS NOT COVERED BY ISP98, THE LAWS OF THE PROVINCE OF ALBERTA SHALL GOVERN. |
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DIRTT Provides Update on Financing with BDC
Calgary, Alberta – September 21, 2026 – DIRTT Environmental Solutions Ltd. ("DIRTT" or the "Company") (TSX: DRT; OTCQX: DRTTF), a leader in industrialized construction, today announced the completion of its previously announced financing with the Business Development Bank of Canada ("BDC") under which BDC committed to lending the Company up to C$15.0 million (the "Loan").
DIRTT has received the final C$5.0 million disbursement under the Loan originally announced on December 11, 2025. This brings the total amount received under the Loan to C$15.0 million.
"Completing this financing strengthens our liquidity and provides additional financial flexibility as we continue to execute our transformation and growth initiatives," said Benjamin Urban, CEO of DIRTT. "We appreciate BDC's support and look forward to continuing our relationship."
Forward Looking Statements
Certain statements contained in this 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 (collectively, "forward-looking statements"). All statements, other than statements of historical fact included in this news release are forward-looking statements. When used in this news release, the words "anticipate," "believe," "expect," "intend," "may," "will," "should," "would," "could," "can," "plan," the negatives thereof and other similar expressions are intended to identify forward-looking statements. This news release contains forward-looking statements relating to the proceeds and terms of the Loan; the use of proceeds of the Loan; the effects of the financing on DIRTT's liquidity; and the Company's ability to execute on its transformation and growth initiatives.
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 the Company's business, financial condition, results of operations and growth prospects
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include, but are not limited to, the Company's ability to execute on its transformation plan and the risks described under the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, in subsequently filed Quarterly Reports on Form 10-Q, and in the Company’s other continuous disclosure filings available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Company's past results of operations are not necessarily indicative of future results. You should not rely on any forward-looking statements, which represent the Company's beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. DIRTT undertakes no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. All of the forward-looking statements herein are qualified by these cautionary statements.
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" and on the OTCQX under the symbol "DRTTF".
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