Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

DIRTT Environmental Solutions Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

25490H106

(CUSIP Number)

Shaun Noll

2494 Sand Hill Rd.,

Menlo Park, CA, 94025

(415) 284-7486)

 (Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 14, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1	NAMES OF REPORTING PERSONS
	726 BF LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			8,052,621
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			8,052,621
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,052,621
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based upon 85,334,555 shares of common stock, no par value per share (the “Common Shares”) outstanding as of October 29, 2021, as disclosed in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on November 3, 2021.

CUSIP No. 25490H106

Page 3

CUSIP No. 25490H106

Page 4

CUSIP No. 25490H106

Page 5

CUSIP No. 25490H106

Page 6

This Amendment No. 1 (this “Amendment No. 1”) to the Statement on Schedule 13D (as hereby amended, the “Statement”) is being filed with the SEC to report the events described herein. This Amendment amends and supplements the Statement as originally filed with the SEC on November 17, 2021. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement. 

Item 6 is hereby amended by the addition of the following:

On January 7, 2022, 22NW Fund, LP and certain of its affiliates filed a Definitive Proxy Statement with the SEC soliciting proxies to vote Common Shares in the election of Issuer directors. On January 14, 2022, each Reporting Person granted its revocable proxy to Aron R. English, John Ferguson, Ryan Nebel and Rebecca Van Derlaske to vote the Reporting Persons’ Common Shares in favor of the director nominees proposed by 22NW Fund, LP and certain of its affiliates in that Definitive Proxy Statement.

SIGNATURES

After reasonable 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.

Dated:  January 14, 2022