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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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 |
Departure of Chief Operating Officer and Interim Co-CEO
On June 3, 2022, Jeffrey Calkins’ employment with the Company and his appointment as Chief Operating Officer and as Interim Co-CEO of the Company ceased pursuant to the without just cause termination provisions of Mr. Calkins’ Executive Employment Agreement with the Company. As a result, Mr. Calkins will be entitled to the rights and payments set forth in Section 9 of his Executive Employment Agreement for a termination without just cause, subject to the conditions stated therein. Mr. Calkins’ Executive Employment Agreement is filed as Exhibit 10.10 to the Company’s Registration Statement on Form 10, filed on September 20, 2019. The foregoing summary of Mr. Calkins’ rights under the Executive Employment Agreement does not purport to be complete and is qualified it its entirety by reference to that agreement, which is incorporated herein by reference.
Departure of Chief Commercial Officer
On June 3, 2022, Jennifer Warawa’s employment with the Company and her appointment as Senior Vice President & Chief Commercial Officer of the Company ceased pursuant to the without just cause termination provisions of Ms. Warawa’s Executive Employment Agreement with the Company. As a result, Ms. Warawa will be entitled to the rights and payments set forth in Section 9 of her Executive Employment Agreement for a termination without just cause, subject to the conditions stated therein. Ms. Warawa’s Executive Employment Agreement is filed as Exhibit 10.15 to the Company’s Registration Statement on Form 10, filed on September 20, 2019. The foregoing summary of Ms. Warawa’s rights under the Executive Employment Agreement does not purport to be complete and is qualified it its entirety by reference to that agreement, which is incorporated herein by reference.
| Item 7.01 | Regulation FD |
The Company issued a press release announcing these leadership changes on June 3, 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 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 |
Description | |
| 99.1* | Press Release issued by DIRTT Environmental Solutions Ltd. on June 3, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Furnished herewith. |
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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 thereunto duly authorized.
| DIRTT Environmental Solutions Ltd. | ||||||
| Date: June 3, 2022 | By: | /s/ Charles R. Kraus | ||||
| Charles R. Kraus | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
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Exhibit 99.1
DIRTT Announces Leadership Changes
CALGARY, Alberta, June 3, 2022 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) (Nasdaq: DRTT, TSX: DRT) today announced the departure of Jennifer Warawa as Chief Commercial Officer, and Jeffrey Calkins as Chief Operating Officer and Interim Co-CEO.
Ken Sanders, Board Chair, commented: “DIRTT’s Board of Directors continues to be impressed with the energy, creativity, teamwork, and passion that exists across the organization. At the same time, we are committed to building a more streamlined, agile, and tightly integrated company that is best positioned for sustainable growth and financial performance in the future. We are grateful for Jennifer’s and Jeff’s contributions to DIRTT over the past several years and we wish them all the best. We are also grateful to our clients, partners, and employees for their ongoing commitment to DIRTT.”
DIRTT also provided an update on its permanent CEO search. Mr. Sanders also commented: “The search for a permanent CEO remains a top priority and we have been actively interviewing candidates over the past several weeks. We expect to have a permanent CEO in place no later than July.”
Special Note Regarding Forward-Looking Statements
Certain statements contained in this news release are “forward-looking information” and “forward-looking statements” (collectively, “Forward-Looking Information”) as defined under applicable provisions of the United States Private Securities Litigation Reform Act of 1995, and Section 21E of the Exchange Act and within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release, is Forward-Looking Information. When used in this news release, the words “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify Forward-Looking Information, although not all Forward-Looking Information contains such identifying words. Forward-Looking Information, by its nature, is based on assumptions, and is subject to important risks and uncertainties. You should not rely on any Forward-Looking Information, which represents our beliefs, assumptions and estimates only as of the dates on which it was made, as predictions of future events. We undertake no obligation to update this Forward-Looking Information, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our Forward-Looking Information with these cautionary statements.
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 commercial, healthcare, education and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule and outcomes.
Headquartered in the US and Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.
FOR FURTHER INFORMATION, PLEASE CONTACT
Kim MacEachern
Investor Relations, DIRTT
403-618-4539
kmaceachern@dirtt.com
Document and Entity Information |
Jun. 03, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | DIRTT ENVIRONMENTAL SOLUTIONS LTD |
| Entity Tax Identification Number | 00-0000000 |
| Amendment Flag | false |
| Entity Central Index Key | 0001340476 |
| Document Type | 8-K |
| Document Period End Date | Jun. 03, 2022 |
| Entity Incorporation State Country Code | Z4 |
| Entity File Number | 001-39061 |
| Entity Address, Address Line One | 7303 30th Street S.E. |
| Entity Address, City or Town | Calgary |
| Entity Address, State or Province | AB |
| Entity Address, Postal Zip Code | T2C 1N6 |
| City Area Code | (403) |
| Local Phone Number | 723-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Shares, without par value |
| Trading Symbol | DRTT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |
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