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): March 14, 2020
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
(Exact name of Registrant as Specified in Its Charter)
| Alberta, Canada | 001-39061 | N/A | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange 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 March 14, 2020, Mr. Ronald W. Kaplan submitted his resignation as a director of DIRTT Environmental Solutions Ltd. (the “Company”), effective immediately.
| Item 7.01. |
Regulation FD Disclosure. |
On March 16, 2020, the Company issued a press release announcing the resignation of Mr. Kaplan from the Board of Directors of DIRTT Environmental Solutions Ltd., which is being furnished herewith as Exhibit 99.1.
As provided in General Instruction B.2. of Form 8-K, the information and exhibit furnished pursuant to Item 7.01 of this report are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
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| 99.1* | Press release dated March 16, 2020. | |
| * |
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 thereunto duly authorized.
| DIRTT Environmental Solutions Ltd. | ||||
| Date: March 16, 2020 | By: | /s/ Geoffrey D. Krause | ||
| Geoffrey D. Krause | ||||
| Chief Financial Officer | ||||
| (Principal Financial Officer) | ||||
Exhibit 99.1
DIRTT Announces Director Resignation
CALGARY, Alberta, March 16, 2020 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) (TSX: DRT, NASDAQ: DRTT), an interior construction company that uses technology for client-driven design and manufacturing, announces that director Ronald W. Kaplan resigned from the Board of Directors, effective March 14, 2020.
On behalf of DIRTT’s Board of Directors, Board Chair Steve Parry commented, “We thank Ron for his tremendous leadership and contributions to DIRTT over the past two years. Ron joined the Board in April 2018, participated in the recruitment of CEO Kevin O’Meara in September 2018, and provided key oversight into the design and approval of DIRTT’s long-term strategic plan, unveiled in November 2019. The Board remains committed to the comprehensive plan management is implementing and, as stated on February 25, 2020, we are confident that it is the right plan with the right management team to deliver on DIRTT’s significant potential within the interior construction market.”
ABOUT DIRTT
DIRTT is a building process powered by technology. The company uses its proprietary ICE® software to design, manufacture and install fully customized interior environments. The technology drives DIRTT’s advanced manufacturing and provides certainty on cost, schedule and the final result. Complete interior spaces are constructed faster, cleaner and more sustainably. DIRTT’s manufacturing facilities are located in Phoenix, Savannah and Calgary. DIRTT works with nearly 100 sales partners globally. For more information visit dirtt.com/investors.
FOR FURTHER INFORMATION, PLEASE CONTACT
Kim MacEachern
Investor Relations, DIRTT
403-618-4539
kmaceachern@dirtt.com