DRTT Dirtt Environmental Solutions Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Name of Subject Company and Filing Person (Issuer) and Name of Filing Person (Offeror))

6.00% Convertible Unsecured Subordinated Debentures due January 31, 2026 and

6.25% Convertible Unsecured Subordinated Debentures due December 31, 2026

(Title of Class of Securities)

25490HAA4

25490HAB2

(CUSIP Number of Class of Securities)

Fareeha Khan

Chief Financial Officer

7303 30th Street S.E.

Calgary, Alberta, Canada T2C 1N6

(403) 723-5000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Robert L. Kimball

Lucy Liu

Vinson & Elkins LLP

2001 Ross Avenue #3900

Dallas, TX 75201

(214) 220-7700

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

INTRODUCTORY STATEMENT

This Amendment No. 2 (this “Amendment No. 2”) to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by DIRTT Environmental Solutions Ltd., a corporation organized under the laws of Alberta, Canada (the “Company”), on February 15, 2024 (the “Original Schedule TO”), as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed with the Commission on March 6, 2024 (“Amendment No. 1” and, together with the Original Schedule TO and Amendment No. 2, the “Tender Offer Statement”), in connection with the offer (the “Offer”) by the Company to purchase up to C$6,000,000 aggregate principal amount of the Company’s outstanding 6.00% Convertible Unsecured Subordinated Debentures due January 2026 (the “January Debentures”) and up to C$9,000,000 aggregate principal amount of the Company’s outstanding 6.25% Convertible Unsecured Subordinated Debentures due December 2026 (the “December Debentures” and, together with the January Debentures, the “Debentures”) for cash, at the purchase price of C$720 per C$1,000 principal amount of January Debentures and the purchase price of C$600 per C$1,000 principal amount of December Debentures, plus accrued and unpaid interest up to, but excluding, the date on which they are taken up by the Company pursuant to the Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase and related Issuer Bid Circular, each dated February 15, 2024 (the “Offer and Circular”), as supplemented and amended by the Notice of Variation, dated March 5, 2024 (the “Notice of Variation” and, as supplementing and amending the Offer and Circular, the “Amended Offer and Circular”), previously filed as Exhibit (a)(1)(iv) to Amendment No. 1, and the related Letter of Transmittal, previously filed as Exhibit (a)(1)(ii) to Amendment No. 1, and notice of guaranteed delivery.

The purpose of this Amendment No. 2 is to file as an exhibit to the Tender Offer Statement a press release issued by the Company on March 25, 2024 announcing the final results of the Offer, which commenced on February 15, 2024 and expired at 5:00 p.m. (Toronto time) on March 22, 2024.

This Amendment No. 2 and the exhibits hereto should otherwise be read in conjunction with the Original Schedule TO and Amendment No. 1. This Tender Offer Statement is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934 (the “Exchange Act”). All capitalized terms used but not specifically defined in this Tender Offer Statement shall have the meanings given to such terms in the Amended Offer and Circular.

This Amendment No. 2 is being filed to amend and supplement the Original Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Original Schedule TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 2 by reference.

The Original Schedule TO is hereby amended and supplemented as follows:

Item 11 of the Original Schedule TO is hereby amended and supplemented by adding the following:

On March 25, 2024, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m. (Toronto time) on March 22, 2024. A copy of such press release is filed as Exhibit (a)(5)(iii) to this Tender Offer Statement and is incorporated herein by reference.

1

Item 12 of the Original Schedule TO is hereby amended and restated in its entirety as set forth below.

INDEX TO EXHIBITS

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 25, 2024

3

Exhibit (a)(5)(iii)

DIRTT Announces Results of its Substantial Issuer Bid and Tender Offer

CALGARY, Alberta, March 25, 2024 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) (TSX: DRT; OTC: DRTTF), a leader in industrialized construction, announced today the results of its substantial issuer bid and tender offer commenced on February 15, 2024, as varied on March 5, 2024 (as amended, the “Offer”) to repurchase for cancellation: (i) up to C$6,000,000 principal amount of its issued and outstanding 6.00% convertible unsecured subordinated debentures due January 31, 2026 (the “January Debentures”) (CUSIP: 25490HAA4) at a purchase price of C$720 per C$1,000 principal amount of January Debentures; and (ii) up to C$9,000,000 principal amount of its issued and outstanding 6.25% convertible unsecured subordinated debentures due December 31, 2026 (the “December Debentures”, and, collectively with the January Debentures, the “Debentures”) (CUSIP: 25490HAB2) at a purchase price of C$600 per C$1,000 principal amount of December Debentures (or such larger principal amount of Debentures as the Company, in its sole discretion, may determine it is willing to take up and pay for, subject to applicable law).

The Offer expired on March 22, 2024 at 5:00 p.m. (Toronto Time). Based on the final report provided by the depositary for the Offer, C$4,693,000 aggregate principal amount of January Debentures and C$5,775,000 aggregate principal amount of December Debentures were validly deposited and not withdrawn at the expiration of the Offer, representing approximately 11.66% of the January Debentures and 16.50% of the December Debentures issued and outstanding. The Company will take up all of the Debentures tendered pursuant to the Offer for aggregate consideration of approximately C$6,843,960 (excluding all accrued and unpaid interest).

The aggregate purchase price for the January Debentures validly deposited under the Offer will be approximately C$3,418,304.05 and the aggregate purchase price for the December Debentures validly deposited under the Offer will be approximately C$3,546,087.33. Such aggregate purchase prices include all accrued and unpaid interest on such Debentures up to, but excluding, March 22, 2024, the date the Debentures were taken up by the Company pursuant to the Offer (net of any applicable withholding taxes).

Payment of the purchase price for the Debentures validly deposited and accepted for purchase will be made to the Depositary in accordance with the terms of the Offer and applicable law on or around March 25, 2024. Following the purchase and cancellation of the Debentures validly deposited and taken-up under the Offer, the Company will have C$35,557,000 principal amount of January Debentures and C$29,225,000 principal amount of December Debentures issued and outstanding.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated February 15, 2024, the notice of variation dated March 5, 2024, the notice of guaranteed delivery, letter of transmittal, as amended, the Tender Offer Statement on Schedule TO, as amended, and other related documents. Copies of these documents are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Debentures.

ABOUT DIRTT

DIRTT is a leader in industrialized construction. DIRTT’s 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 workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT’s interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, AB Canada, DIRTT trades on the Toronto Stock Exchange under the symbol “DRT”.

FOR FURTHER INFORMATION, PLEASE CONTACT

DIRTT Investor Relations at ir@dirtt.com

FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release are “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical fact included in this news release are forward-looking statements. When used in this news release, the words “anticipate,” “expect,” “intend,” “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. In particular and without limitation, this news release contains forward-looking information pertaining to the take-up and payment for Debentures validly deposited under the Offer, and not withdrawn, and the principal amount thereof, the aggregate consideration to be paid for Debentures taken-up under the Offer and the timing thereof, and the principal amount of Debentures outstanding after the cancellation of Debentures taken-up under the Offer.

Forward-looking statements are based on certain estimates, beliefs, expectations, and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate. 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, risks described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC and applicable securities commissions or similar regulatory authorities in Canada on February 21, 2024. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.