Explanatory Note:
Updated below on September 11, 2023 pursuant to Form 8-K/A filed
on September 11, 2023 with the SEC to explain the delisting
DIRTT to Delist from Nasdaq Exchange; Public Trading on
Toronto Stock Exchange Will Continue
DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”), a
leader in industrialized construction, announced on September 6,
2023, that The Nasdaq Stock Market (“Nasdaq”) will be delisting its
shares on or around September 15, 2023. After the delisting, all
current and future DIRTT shareholders will retain their ability to
publicly trade DIRTT shares on the Toronto Stock Exchange (“TSX”)
under the symbol "DRT".
The Company estimates a recurring annual cost savings of
approximately USD $400,000 from the delisting. Otherwise, the
Company’s business operations will not be affected, nor will its
commitment to delivering value to customers, partners, employees,
and shareholders. DIRTT will continue to comply with all U.S.
Securities and Exchange Commission (SEC) regulations applicable to
companies registered with the SEC, including filing annual reports,
quarterly reports and current reports.
Commented DIRTT CEO Benjamin Urban, “After careful
consideration, we determined there was insufficient value provided
to DIRTT and our shareholders by maintaining a dual listing on both
the Nasdaq and TSX. DIRTT shares will remain fully tradeable on the
TSX, and the annual expense we incur to maintain the dual listing
will be eliminated. This decision is an additional step in
executing our strategy to streamline and simplify our business.
Unlike the TSX, the Nasdaq has a listing rule that requires
companies to maintain a minimum $1.00 share price. Although we did
have the option to initiate a reverse stock split to continue the
Nasdaq listing, we chose instead to invest our time and savings to
create additional value for our clients and rewards for our
shareholders.”
As discussed on its August 3, 2023 earnings call, the Company
remains confident in its order pace and future growth
opportunities. Additional information on the Nasdaq delisting
can be found in DIRTT’s 8-K/A filed on September 11, 2023 with the
SEC.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release are
“forward-looking statements” within the meaning of “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995 and Section 21E of the Securities Exchange Act
of 1934 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,
regarding our strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans
and objectives of management are forward-looking statements. When
used in this news release, the words “anticipate,” “believe,”
“expect,” “estimate,” “intend,” “plan,” “project,” “outlook,”
“may,” “will,” “should,” “would,” “could,” “can,” “continue,” 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 our expectations
regarding revenues; project delivery and the timing thereof;
implementation of our strategic plan, including the effects of our
improved cost structure; profitable future growth; the effects of
our strategic initiatives and the timing thereof; general economic
conditions and rising interest rates; our beliefs about our
twelve-month forward sales and qualified leads pipeline; large
projects and the timing and revenue as a result thereof; our
beliefs about future revenue, Adjusted EBITDA, unrestricted cash,
activity levels and the timing thereof; our beliefs about the
impact of future revenue on cash flow, and the timing thereof; our
ability to weather economic conditions and invest in technology and
commercial organizations; and the continued evaluation of our cost
structure.
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,
2022, filed with the U.S. Securities and Exchange Commission (the
“SEC”) and applicable securities commissions or similar regulatory
authorities in Canada on February 22, 2023 as supplemented by our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2023
filed with the SEC and applicable securities commissions or similar
regulatory authorities in Canada on August 2, 2023.
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.
ABOUT DIRTT DIRTT is a leader in
industrialized construction. Its 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 commercial, healthcare, education,
and public sector markets, DIRTT's system provides total design
freedom, and greater certainty in cost, schedule, and
outcomes.
FOR FURTHER INFORMATION, PLEASE
CONTACT DIRTT Investor Relations at ir@dirtt.com
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