S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging Growth Company

As filed with the Securities and Exchange Commission on August 2, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of registrant as specified in its charter)


Alberta, Canada		90-0840530
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7303 30^th Street S.E. Calgary, Alberta, Canada		T2C 1N6
(Address of Principal Executive Offices)		(Zip Code)

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

(Full title of the plan)

DIRTT Environmental Solutions, Inc.

155 Knowlton Way

Savannah, GA 31407

(Name and address of agent for service)

(403) 723-5000

(Telephone number, including area code, of agent for service)

Copies to:

Robert L. Kimball

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3900

Dallas, Texas 75201

(214) 220-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☒

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering the offer and sale of an additional 6,500,000 common shares (the “Shares”) of DIRTT Environmental Solutions Ltd. (the “Registrant”) that may be issued pursuant to the DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Plan (as further amended from time to time, the “Plan”). Except as otherwise set forth below, the contents of the registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 26, 2020 (File No. 333-238689), which registered the offer and sale of 5,850,000 Shares under the Plan, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.


Exhibit Number		Exhibit Description

4.1		Restated Articles of Amalgamation of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 (File No. 001-39061), filed with the Commission on September 20, 2019).

4.2		Amended and Restated Bylaw No.1 of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39061, filed with the Commission on May 22, 2020).

4.3*		DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Plan.

5.1*		Opinion of Bennett Jones L.L.P. as to the legality of the securities being registered.

23.1*		Consent of PricewaterhouseCoopers L.L.P., independent registered public accounting firm.

23.2*		Consent of Bennet Jones L.L.P. (included in Exhibit 5.1 to this Registration Statement).

24.1*		Power of Attorney (included in the signature page of this Registration Statement).

107.1*		Calculation of Filing Fee Tables.

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Alberta, Canada on August 2, 2023.


DIRTT ENVIRONMENTAL SOLUTIONS LTD.

By:		/s/ Benjamin Urban
Name:		Benjamin Urban
Title:		Chief Executive Officer (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin Urban, Bradley S. Little, and Fareeha Khan, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 2, 2023.


Signatures		Title

/s/ Benjamin Urban Benjamin Urban		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Bradley S. Little Bradley S. Little		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Ken Sanders Ken Sanders		Director

/s/ Douglas Edwards Douglas Edwards		Director

/s/ Aron English Aron English		Director

/s/ Scott Robinson Scott Robinson		Director


/s/ Shaun Noll Shaun Noll		Director

/s/ Scott Ryan Scott Ryan		Director

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, a duly authorized representative of the Company in the United States, has signed the Registration Statement in the City of Calgary, Alberta, Canada on August 2, 2023.


DIRTT ENVIRONMENTAL SOLUTIONS, INC.

By:		/s/ Benjamin Urban
Name:		Benjamin Urban
Title:		Chief Executive Officer