DIRTT Environmental Solutions Ltd. — Declaration of Voting Results & Voting Rights Announcements 2024

Sep 26, 2024

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): September 20, 2024

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of Registrant as Specified in Its Charter)

Canada

(State or Other Jurisdiction of Incorporation)

001-39061

(Commission File Number)

00-0000000 (IRS Employer Identification No.)

7303 30th Street S.E. Calgary, Alberta

(Address of Principal Executive Offices)

T2C 1N6 (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 5.07 Material Modification to Rights of Security Holders.

At the Special Meeting of the shareholders of DIRTT Environmental Solutions Ltd. (the “Corporation”) held on September 20, 2024 (the “Special Meeting”), the shareholders of the Corporation voted on the ratification, confirmation and approval of the Amended and Restated Shareholder Rights Plan Agreement, dated as of August 2, 2024, by and between the Corporation and Computershare Trust Company of Canada, as rights agent (the “Shareholder Rights Proposal”).

The Shareholder Rights Proposal was approved at the Special Meeting as follows:

VOTES FOR	% FOR	VOTES AGAINST	% AGAINST
148,572,128	92.27%	12,452,171	7.73%

Item 7.01 Regulation FD.

On September 20, 2024, the Corporation issued a press release announcing the results of the Special Meeting. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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

Exhibit Description 99.1* Press Release issued by DIRTT Environmental Solutions Ltd. on September 20,2024. 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: September 20, 2024

By: /s/ Fareeha Khan Fareeha Khan Chief Financial Officer

DIRTT Announces Results of Special Meeting of Shareholders

CALGARY, ALBERTA, September 20, 2024 – DIRTT Environmental Solutions Ltd. (“DIRTT”) (TSX: DRT) (OTC: DRTTF) announced today the results of its special meeting of shareholders held on September 20, 2024 (the “Shareholders Meeting”).

At the Shareholders Meeting, shareholders of DIRTT voted in favour of ratifying, confirming and approving the Amended and Restated Shareholder Rights Plan Agreement dated as of August 2, 2024, between DIRTT and Computershare Trust Company of Canada, as Rights Agent (the “Rights Plan”).

The detailed results of the vote on the Rights Plan are as follows:

RATIFICATION, CONFIRMATION AND APPROVAL OF THE RIGHTS PLAN

VOTES FOR	% FOR	VOTES AGAINST	% AGAINST
148,572,128	92.27	12,452,171	7.73

The Rights Plan was also approved by disinterested shareholders (in accordance with the rules of the Toronto Stock Exchange).

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 highperforming, 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