DIRTT Environmental Solutions Ltd. — Board/Management Information 2022

Aug 6, 2022

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): August 4, 2022

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of Registrant as Specified in Its Charter)

Alberta, Canada (State or Other Jurisdiction of Incorporation)

001-39061 N/A (Commission (IRS Employer File Number) Identification No.)

7303 30th Street S.E. Calgary, Alberta, Canada T2C 1N6

(Address of principal executive offices, including zip code)

(403) 723-5000

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

• ☐ 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 Securities Exchange Act of 1934:

Trading Name of each exchange Title of each class Symbol(s) on which registered Common Shares, without par value DRTT The Nasdaq Stock Market LLC

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

• (b) On August 4, 2022, Ms. Mary Garden submitted her resignation as a director of DIRTT Environmental Solutions Ltd. (the “Company”), effective August 5, 2022.

Item 7.01 Regulation FD

The Company issued a press release announcing Ms. Garden’s resignation on August 5, 2022. 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 Number 99.1* 104	Description Press release dated August 5, 2022. Cover Page Interactive Data File (embedded within the Inline XBRL document).

• Furnished herewith.

2

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 thereunto duly authorized.

DIRTT Environmental Solutions Ltd. Date: August 5, 2022[By:][/s/ Nandini Soma][y][a][j][i] Nandini Somayaji Senior Vice President, Talent General Counsel and Corporate Secretary

3

Exhibit 99.1

DIRTT announces director departure

CALGARY, Alberta, August 5, 2022 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) (Nasdaq: DRTT, TSX: DRT), a global leader in industrialized construction, today announced that Mary Garden has provided her resignation from the Board of Directors, effective August 5, 2022.

On behalf of DIRTT’s Board of Directors, Board Chair Ken Sanders commented, “I would like to sincerely thank Mary for her insights and guidance during the proxy contest earlier this year, and for her service as a Board member after our election by DIRTT shareholders. We are grateful for her leadership and contributions, and we wish her all the best in her future endeavors.”

Following Ms. Garden’s departure, Scott Robinson will serve as Chair of the Audit Committee and Scott Ryan will serve as Chair of the Enterprise Risk Management Committee.

About DIRTT Environmental Solutions

DIRTT is a global 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 workplace, healthcare, education and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule and outcomes.

Headquartered in Calgary, AB Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.

FOR FURTHER INFORMATION, PLEASE CONTACT

Ken Sanders Board Chair kensanders@dirtt.com