DIRTT to be Acquired by Westernacher AG Affiliate

TL;DR

DIRTT is getting bought by Westernacher AG, deal expected to close Q4 2025.

AI Summary

DIRTT Environmental Solutions Ltd. announced on August 26, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of Westernacher AG. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions. This acquisition marks a significant event for DIRTT, a Canadian company specializing in pre-packaged software and services.

Why It Matters

This acquisition by Westernacher AG could lead to significant changes in DIRTT's operations, strategy, and market position, impacting its employees, customers, and shareholders.

Risk Assessment

Risk Level: medium — Acquisition news can introduce volatility as investors assess the deal terms and future integration.

Key Players & Entities

• DIRTT Environmental Solutions Ltd. (company) — Company filing the report and being acquired
• Westernacher AG (company) — Acquiring entity
• August 26, 2025 (date) — Date of the report and announcement
• fourth quarter of 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $1,656,900 — IB, the Company may purchase up to (i) C$1,656,900 aggregate principal amount of January D
• $1,493,500 — amount of January Debentures; and (ii) C$1,493,500 aggregate principal amount of December
• $16,569,000 — ss on August 20, 2025, the Company had C$16,569,000 principal amount outstanding of January
• $14,935,000 — outstanding of January Debentures and C$14,935,000 principal amount outstanding of Decembe
• $99,092 — chases will be limited to no more than C$99,092 and C$350,552 principal amount of Janua
• $350,552 — e limited to no more than C$99,092 and C$350,552 principal amount of January Debentures

Filing Documents

• drttf-20250826.htm (8-K) — 44KB
• drttf-ex99_1.htm (EX-99.1) — 18KB
• 0000950170-25-111316.txt ( ) — 203KB
• drttf-20250826.xsd (EX-101.SCH) — 54KB
• drttf-20250826_htm.xml (XML) — 4KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 26, 2025, DIRTT Environmental Solutions Ltd. (the " Company ") issued a press release announcing that the Toronto Stock Exchange (the " TSX ") has accepted a notice filed by the Company of its intention to renew its normal course issuer bid (the " NCIB ") to purchase its (i) 6.00% convertible unsecured subordinated debentures due January 31, 2026 (the " January Debentures ") and (ii) 6.25% convertible unsecured subordinated debentures due December 31, 2026 (the " December Debentures " and, together with the January Debentures, the " Debentures "), in accordance with applicable regulatory requirements. A copy of the press release is furnished herewith as Exhibit 99.1 and is 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 Securities Exchange Act of 1934 (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.

01. Other Events

Item 8.01. Other Events. On August 26, 2025, the Company announced that the TSX has accepted its notice of intention to renew its NCIB. Under the renewed NCIB, the Company may purchase up to (i) C$1,656,900 aggregate principal amount of January Debentures; and (ii) C$1,493,500 aggregate principal amount of December Debentures, in each case representing 10% of the total public float of the January Debentures and December Debentures, respectively, as of August 20, 2025. The Debentures will be purchased on the open market through the facilities of the TSX and/or alternative Canadian trading systems, at the market price of such Debentures at the time of acquisition, provided that no more than 5% of the issued and outstanding Debentures as of August 28, 2025 will be purchased through the facilities of alternative Canadian trading systems. The NCIB is expected to commence on August 28, 2025, following the conclusion of the Company's current NCIB expiring on August 27, 2025. The NCIB for the December Debentures is expected to terminate on August 27, 2026 and the NCIB for the January Debentures is expected to terminate on January 31, 2026, concurrent with the maturity day of the January Debentures. As of the close of business on August 20, 2025, the Company had C$16,569,000 principal amount outstanding of January Debentures and C$14,935,000 principal amount outstanding of December Debentures. In accordance with the rules of the TSX, daily purchases will be limited to no more than C$99,092 and C$350,552 principal amount of January Debentures and December Debentures, respectively, other than certain exceptions for block purchases. Management's decisions regarding purchases of Debentures will be based on market conditions, the market price of the Debentures and other factors. The Company may elect to suspend or discontinue its NCIB at such times and for such periods as it deems advisable to ensure compliance with applicable regulations, among other circumstances. Debentu

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1* Press Release issued by DIRTT Environmental Solutions Ltd. on August 26, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith.

SIGNATURES

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 hereunto duly authorized. Date: August 26, 2025 DIRTT Environmental Solutions Ltd. By: /s/ Fareeha Khan Fareeha Khan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR