STANDEX INTERNATIONAL CORP/DE/MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

DIRTT ENVIRONMENTAL SOLUTIONS LTD: Entering into a Final Substantive Agreement and Off-Record Sale of Securities, Financial Statements, and Exhibits (Form 8-K)

Part 1.01 Coming into right into a Remaining Substantive Settlement.

on me November 14, 2022And the DIRTT Environmental Options Ltd. (the “Firm”) has entered into irrevocable subscription agreements (“Subscription Agreements”) with 22NW Fund, LP (“22NW”), 726 BC LLC and 726 BF LLC (in all, “726” and with 22NW, “Institutional Consumers”), Douglas EdwardsAnd the Aron EnglishAnd the Brad LittleAnd the Richard HunterAnd the Corey MitchellAnd the Sean NollAnd the Scott RobinsonAnd the Scott RyanAnd the Ken SandersAnd the Benjamin CityAnd the Jeff DovidAnd the Mark Griffin And the Nandini Somayaji (collectively, “Particular person Consumers” and along with Institutional Consumers, “Consumers”). Pursuant to the Subscription Agreements, the Firm agreed to subject and promote to the patrons, and the purchasers agreed to purchase from the Firm, for a complete of 8,743,256 extraordinary shares of the Firm (“Frequent Shares”), with a complete subscription value of $2,774,235 (“Personal Providing”).

Topic to the subscription agreements, the subscription value of the Frequent Inventory bought within the Personal Placement will likely be equal to the upper of (1) the closing provide value of the Frequent Inventory on the NASDAQ International Choose Market in
November 14, 2022Universe 0.3173 USD; and (ii) the volume-weighted common buying and selling value (transformed to we {dollars} primarily based Financial institution of Canada every day change fee) for frequent shares in Toronto Inventory Change (“TSX”) for the 5 buying and selling days instantly following the announcement, being From November fifteenth to November twenty first (Inclusive).

22NW and 726 dedicated to the acquisition $0.5 million And the $0.75 million of frequent inventory, respectively, and particular person patrons dedicated to purchasing approx $1.5 million Of the overall frequent inventory, of the overall gross proceeds of an organization $2,774,235. Every institutional purchaser (or its affiliated director) can be obligated to buy Frequent Shares at a complete subscription value of not lower than $1.0 million In any rights providing made by the Firm inside one yr of the closing of the personal placement. 22NW and 726 will allocate their obligation between themselves and their respective principal (being Aron English And the Sean Noll, Straight). The subscription value for these Strange Shares would be the similar because the subscription value underneath the Fundamental Subscription Concession to all different shareholders underneath any future rights providing.

The personal placement is topic to straightforward regulatory approvals, together with TSX approval, and is predicted to shut on or about November 23, 2022. Subscription agreements include representations, warranties, and customary covenants of the Firm and purchasers. The Frequent Inventory to be issued pursuant to the underwriting agreements has been provided and bought pursuant to an exemption from registration supplied by Part 4(a)(2) of the Securities Change Act of 1933.

As of the date hereof, 22NW and 726 are the biggest shareholders of the Firm and personal 15,894,165 and 11,111,669 extraordinary shares, which signify roughly 17.9% and 12.5% ​​of the issued and excellent extraordinary shares of the Firm, respectively. Whoever Douglas EdwardsAnd the Aron EnglishAnd the Corey MitchellAnd the Sean NollAnd the Scott RobinsonAnd the Scott RyanAnd the Ken Sanders And the Benjamin City He’s the director of the corporate. Mr. City He’s additionally the CEO of the corporate. Whoever Jeff DovidAnd the Mark GriffinAnd the Richard HunterAnd the Brad Little And the Nandini Somayaji He’s the chief officer of the corporate.

The foregoing is certified in its entirety by reference to the complete textual content of the Subscription Agreements, copies of that are filed as paperwork on this current report on Type 8-Ok and are included herein by reference.


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Clause 3.02. The unregistered sale of Cash payments.

The data relating to the personal placement set forth in Part 1.01 of this present report is included on Type 8-Ok just about this Part 3.02.

Clause 9.01. Monetary knowledge and reveals.

(d)  Displays:

Exhibit No.                                  Description

   10.1*            Subscription Settlement, dated November 14, 2022, by and between
                  DIRTT Environmental Options Ltd. and 22NW Fund, LP, collectively
                  with a schedule figuring out considerably an identical agreements
                  between DIRTT Environmental Options Ltd. and every shareholder
                  and U.S. director and govt officer listed on the schedule
                  and figuring out the fabric variations between every of these
                  agreements and the filed Subscription Settlement.

   10.2*            Subscription Settlement, dated November 14, 2022, by and between
                  DIRTT Environmental Options Ltd. and Mark Greffen, collectively
                  with a along with a schedule figuring out considerably
                  an identical agreements between DIRTT Environmental Options Ltd.
                  and every shareholder and Canadian govt officer listed on the
                  schedule and figuring out the fabric variations between every of
                  these agreements and the filed Subscription Settlement.

    104           Cowl Web page Interactive Information File (embedded inside the Inline XBRL
                  doc)


*Some reveals and schedules have been eliminated pursuant to Part 601(a)(5) of the

SK group. A replica of any deleted schedule or gallery will likely be supplied to

The Securities and Change Fee Upon request.



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