SEC Form SC 13D/A filed by DIRTT Environmental Solutions Ltd. (Amendment)

In connection with the Issuer’s Offering of Rights (such terms as defined and used in the related disclosure set forth in the Issuer’s free writing prospectus (the “FWP”) filed with the SEC on November 22, 2023, which relates only to, and should be read together with, the preliminary prospectus dated November 21, 2023 included in Amendment No. 2 to the Registration Statement filed by the Issuer with the SEC on Form S-1 (File No. 333-275172) on November 21, 2023), the Issuer has entered into a standby purchase agreement with 22NW Fund, LP, 726 BC LLC and 726 BF LLC (the “Standby Purchasers”) dated November 20, 2023 (the “Standby Purchase Agreement”), pursuant to which each of 726 BC LLC and 726 BF LLC has agreed to exercise its Basic Subscription Privileges (as defined in the Standby Purchase Agreement and used in the disclosure set forth in the FWP) in full and, in addition thereto, to collectively purchase 50% of the Standby Shares (as defined in the Standby Purchase Agreement and used in the disclosure set forth in the FWP), so that subject to the terms and conditions of the Standby Purchase Agreement, 726 BC LLC and 726 BF LLC are together committed to purchasing up to C$15,000,000 in Common Shares under the Offering. If no Rights are exercised by any person other than the Standby Purchasers and all 85,714,285 Common Shares issuable under the Offering are acquired by the Standby Purchasers pursuant to the terms and subject to the conditions of the Standby Purchase Agreement, then the Reporting Persons would beneficially own 61,112,806 Common Shares following the completion of the Offering, or approximately 32.1% of the 190,512,257 Common Shares that the Issuer expects to be issued and outstanding as of the date of the closing of the Offering. The foregoing is qualified in its entirety by reference to the Issuer’s disclosure in the FWP and the related filings and documents referenced therein, including without limitation the Standby Purchase Agreement.

If permitted by the Issuer (which is neither guaranteed nor within the control of any Reporting Person), the Reporting Persons may, consistent with their prior disclosure, acquire additional Common Shares prior to the commencement of the Offering, or may acquire Rights in the secondary market during the pendency of the Offering.