Dirtt Environmental Solutions Ltd 8-K, filed Nov 30, 2022
Dirtt Environmental Solutions Ltd (DRTTF)
About this 8-K
Dirtt Environmental Solutions Ltd filed this 8-K on November 30, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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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(Exact name of registrant as specified in its charter)
| Alberta, |
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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).
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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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Exhibit 10.1
RELEASE
| TO: | DIRTT ENVIRONMENTAL SOLUTIONS LTD. (the “Corporation”) |
IN CONSIDERATION for the issuance by the Corporation of 638,996 common shares in the capital of the Corporation as payment in full of the US$204,479 debt outstanding to 726 BC LLC and 726 BF LLC (together, “726”) for legal fees and other expenses incurred by 726 in connection with the contested director election at the annual and special meeting of shareholders of the Corporation held on April 26, 2022 (the “Contested Director Election”), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned, on behalf of itself and its successors and assigns (collectively referred to as, the “Releasor”), does hereby remise, release and forever discharge the Corporation and its present and future directors, officers, employees and agents of and from all actions, causes of action, suits, debts, dues, controversies, accounts, bonds, bills, covenants, contracts, agreements, judgments, claims, costs, obligations, charges, security interests and demands whatsoever, in law or in equity, which the Releasor now has, ever had or hereafter can, shall or may have against the Corporation for or by reason of or in any way arising out of the Contested Director Election.
In executing this Release, the Releasor acknowledges that the Releasor has relied on the Releasor’s own judgment, belief and knowledge and that of the Releasor’s counsel and has in no way relied on or been induced by any representation, statement, act or omission to act by the Corporation. The Releasor shall not at any time attempt to rescind, reform or in any way modify or challenge the validity of this Release or any part hereof.
This Release shall be governed by the laws of the Province of Alberta.
IN WITNESS WHEREOF the undersigned has executed this Release this 30th day of November, 2022.
| 726 BC LLC | ||
| Per: | /s/ Shaun Noll | |
| Name: Shaun Noll | ||
| Title: President and CIO | ||
| 726 BF LLC | ||
| Per: | /s/ Shaun Noll | |
| Name: Shaun Noll | ||
| Title: President and CIO | ||