[8-K] DIRTT ENVIRONMENTAL SOLUTIONS LTD Reports Material Event

DIRTT Environmental Solutions Ltd. entered into a letter of offer with Business Development Bank of Canada for a secured term loan of up to C$15.0 million.

Rhea-AI Filing Summary

DIRTT Environmental Solutions Ltd. entered into a letter of offer with Business Development Bank of Canada for a secured term loan of up to C$15.0 million. The company expects to use the proceeds to partially refinance its 6.00% convertible debentures due January 31, 2026, with the remaining C$1.6 million of principal on those debentures to be repaid using cash on hand.

After conditions are met, BDC will disburse C$10.0 million initially and a further C$5.0 million later, with the draw period ending December 4, 2026. The loan bears interest at BDC’s Floating Base Rate, currently 6.55% per annum, minus 0.75%, and matures on April 30, 2032, with monthly principal payments starting May 31, 2026 and monthly interest payments from the first disbursement.

The obligations are secured by first-ranking security over specific equipment, a broader security interest in other personal property, a guarantee from DIRTT Environmental Solutions, Inc., landlord waivers, and a first readvanceable mortgage of US$5.0 million on the company’s Chicago property. The agreement includes an annual fixed charge coverage ratio covenant of at least 1.10 to 1.00 and a 1.50% per annum standby fee, along with limited annual prepayment without indemnity and broader prepayment options with indemnity.

Insights

Credit and capital structure analyst

DIRTT replaces near-term debenture pressure with long-dated secured BDC debt.

DIRTT Environmental Solutions has arranged a committed loan of up to C$15.0 million from Business Development Bank of Canada, primarily to refinance its 6.00% convertible debentures due January 31, 2026. Using the proceeds plus C$1.6 million of cash on hand to address these debentures reduces a looming maturity and extends part of its funding profile out to a April 30, 2032 term.

The interest rate floats at BDC’s base rate, currently 6.55% per annum, minus 0.75%, meaning debt service will move with market rates. Amortization begins with monthly principal payments from May 31, 2026, which will gradually reduce outstanding principal but increases scheduled cash outflows compared with a bullet maturity structure. The standby fee of 1.50% per annum adds a modest ongoing cost on undrawn amounts.

The loan is heavily secured: specific equipment receives a first-ranking charge, other personal property is pledged, the U.S. subsidiary guarantees the full amount, and there is a readvanceable mortgage of US$5.0 million on the Chicago property. The fixed charge coverage ratio covenant of at least 1.10 to 1.00, tested annually, will tie leverage to cash flow performance. Actual impact on financial flexibility will depend on future earnings relative to these covenant and repayment requirements.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new financing did DIRTT Environmental Solutions (DRTTF) announce?

DIRTT Environmental Solutions entered into a letter of offer with Business Development Bank of Canada for a secured term loan of up to C$15.0 million.

How will DIRTT Environmental Solutions (DRTTF) use the new BDC loan proceeds?

The company expects to use the C$15.0 million loan proceeds to partially refinance its 6.00% convertible debentures due January 31, 2026, with the remaining C$1.6 million principal to be repaid using cash on hand.

What are the key terms of the new DIRTT Environmental Solutions (DRTTF) loan?

The loan has an initial disbursement of C$10.0 million and a secondary disbursement of C$5.0 million, a draw period until December 4, 2026, maturity on April 30, 2032, and requires monthly principal payments starting May 31, 2026.

What interest rate will DIRTT Environmental Solutions (DRTTF) pay on the BDC loan?

The loan accrues interest at BDC’s Floating Base Rate, currently 6.55% per annum, minus 0.75%, with interest-only payments due monthly from the first disbursement.

What collateral secures the new DIRTT Environmental Solutions (DRTTF) loan?

The obligations are secured by a first-ranking security interest in specific equipment, a security interest in other personal property, a guarantee from DIRTT Environmental Solutions, Inc., landlord waivers, and a first readvanceable mortgage of US$5.0 million on the Chicago property at 325 North Wells Street.

Are there financial covenants or fees associated with DIRTT Environmental Solutions (DRTTF) new loan?

Yes. The company must maintain a fixed charge coverage ratio of at least 1.10 to 1.00, tested annually, and will pay customary fees including a standby fee of 1.50% per annum.

Can DIRTT Environmental Solutions (DRTTF) prepay the BDC loan?

DIRTT may prepay up to 15% of the outstanding principal once in any 12‑month period without indemnity, and may otherwise prepay all or part of the principal at any time if it also pays accrued interest and an indemnity as described in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/11/2025 - 05:02 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of Registrant as Specified in Its Charter)

Canada			001-39061	00-0000000
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7303 30th Street S.E.
Calgary, Alberta				T2C 1N6
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (403) 723-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 11, 2025, DIRTT Environmental Solutions Ltd. (the “Company”) entered into a letter of offer (the “Letter”) with Business Development Bank of Canada (“BDC”) pursuant to which BDC committed to lending the Company up to C$15.0 million (the “Loan”) subject to the satisfaction of certain conditions. The proceeds of the Loan are expected to be used to partially refinance the Company’s outstanding 6.00% convertible debentures due January 31, 2026 (the “Debentures”). The remaining C$1.6 million principal amount of Debentures is expected to be repaid using cash on hand.

Following satisfaction of the conditions precedent set forth in the Letter, BDC will make an initial disbursement to the Company of C$10.0 million and a secondary disbursement of C$5.0 million. The draw period for the Loan will lapse on December 4, 2026. The Company is required to commence monthly principal payments on May 31, 2026, with additional monthly interest-only payments due on the last day of each month following the first disbursement to the Company pursuant to the Loan. The Loan will accrue interest at a rate equal to BDC’s Floating Base Rate (currently 6.55% per annum) minus 0.75%. The Loan matures on April 30, 2032.

The Company may, once in any 12-month period, prepay up to 15% of the outstanding principal on the Loan without indemnity. In addition to the annual prepayment privilege, the Company may prepay at any time all or part of the principal on the Loan provided it pays the interest owing up to the time of the prepayment together with an indemnity as further set forth in the Letter.

The obligations of the Company under the Letter are secured by: (a) a general security agreement from the Company granting (i) a first-ranking security interest in specific equipment and (ii) a security interest in all other present and after-acquired personal property (excluding consumer goods), subject to certain registered charges; (b) a guarantee from DIRTT Environmental Solutions, Inc. for the full amount of the Loan; (c) a landlord’s waivers of distraint; and (d) a first readvanceable mortgage in the principal amount of US$5.0 million on the land and buildings located at 325 North Wells Street, Chicago, IL, USA.

The Letter contains customary representations, warranties, covenants and events of default for a transaction of this nature, including that the Company must maintain a fixed charge coverage ratio of at least 1.10 to 1.00, tested annually. The Company will pay customary fees and expenses in connection with the Loan, including a standby fee of 1.50% per annum.

The foregoing description of the Letter, including the Loan, is not complete and is qualified in its entirety by reference to the full text of the Letter, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 2.03 as if fully set forth herein.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release announcing the financing on December 11, 2025. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference.

The information set forth under Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1*		Press release December 11, 2025.
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

* Furnished herewith.

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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.

		DIRTT Environmental Solutions Ltd.
Date: December 11, 2025		By:	/s/ Fareeha Khan
			Fareeha Khan
			Chief Financial Officer

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