Item 1.01. Entry into a Material Definitive Agreement.
On
The Letter Agreement is filed as Exhibit 1.1 hereto, and the terms and conditions thereof are incorporated herein by reference. The foregoing description of the Letter Agreement is qualified in its entirety by reference to such exhibit.
Underwriting Agreement
On
The Underwriting Agreement also provides that the Company will indemnify the
Underwriters, their respective affiliates and subsidiaries and their respective
directors, officers, partners, agents, employees and advisors against certain
liabilities and expenses. The Offering is expected to close on or about
The Debentures are being concurrently offered in
The Underwriting Agreement is filed as Exhibit 1.2 hereto, and the terms and conditions thereof are incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
substantial risks and uncertainties including, without limitation, statements
regarding the anticipated closing of the Offering. The words "anticipate,"
"believe," "expect," "estimate," "intend," "plan," "project," "outlook," "may,"
"will," "should," "would," "could," "can," the negatives thereof, variations
thereon and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying
words. Forward-looking statements necessarily involve unknown risks and
uncertainties, which could cause actual results or outcomes to differ materially
from those expressed or implied in such statements. Due to the risks,
uncertainties and assumptions inherent in forward-looking information, you
should not place undue reliance on forward-looking statements. Factors that
could have a material adverse effect on our business, financial condition,
results of operations and growth prospects include, but are not limited to, the
uncertainties related to market conditions and the completion of the Offering on
the anticipated terms or at all, the severity and duration of the COVID-19
pandemic and related economic repercussions and other risks can be found under
the headings "Risk Factors," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in our Annual Report on
Form 10-K for the year ended
2
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Letter Agreement, datedJanuary 7, 2021 , by and amongDIRTT Environmental Solutions Ltd. ,DIRTT Environmental Solutions, Inc. and Royal Bank of Canada. 1.2 Underwriting Agreement, datedJanuary 11, 2021 , by and amongDIRTT Environmental Solutions Ltd. ,National Bank Financial Inc. ,Craig-Hallum Capital Group LLC ,Raymond James Ltd. andParadigm Capital Inc. 3
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