UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 10)1
DIRTT Environmental Solutions Ltd.
(Name
of Issuer)
Common Shares, without par value
(Title of Class of Securities)
25490H106
(CUSIP Number)
Aron R. English
22NW, LP
590 1st Ave. S
Unit C1
Seattle, Washington 98104
(206) 227-3078
RYAN NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
December 1, 2023
(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 ☒.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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).
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1 |
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NAME OF REPORTING PERSON |
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22NW Fund, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC, OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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33,195,673 (1) |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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33,195,673 (1) |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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33,195,673 (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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29.6% (1) |
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TYPE OF REPORTING PERSON |
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PN |
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| (1) | Inclusive of 7,314,885 Shares issuable upon the conversion of the Convertible Debentures (as defined below). |
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1 |
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NAME OF REPORTING PERSON |
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22NW, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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33,195,673 (1) |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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33,195,673 (1) |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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33,195,673 (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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29.6% (1) |
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TYPE OF REPORTING PERSON |
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PN |
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| (1) | Inclusive of 7,314,885 Shares issuable upon the conversion of the Convertible Debentures. |
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1 |
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NAME OF REPORTING PERSON |
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22NW Fund GP, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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33,195,673 (1) |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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33,195,673 (1) |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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33,195,673 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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29.6% (1) |
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TYPE OF REPORTING PERSON |
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OO |
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| (1) | Inclusive of 7,314,885 Shares issuable upon the conversion of the Convertible Debentures. |
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1 |
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NAME OF REPORTING PERSON |
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22NW GP, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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33,195,673 (1) |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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33,195,673 (1) |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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33,195,673 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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29.6% (1) |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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| (1) | Inclusive of 7,314,885 Shares issuable upon the conversion of the Convertible Debentures. |
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1 |
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NAME OF REPORTING PERSON |
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Aron R. English |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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34,973,042 (1) |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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34,973,042 (1) |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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34,973,042 (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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31.2% (1) |
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TYPE OF REPORTING PERSON |
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IN |
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| (1) | Inclusive of 7,314,885 Shares issuable upon the conversion of the Convertible Debentures. |
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1 |
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NAME OF REPORTING PERSON |
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Bryson O. Hirai-Hadley |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,250 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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1,250 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,250 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Alexander B. Jones |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,200 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,200 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,200 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
|
The following constitutes Amendment
No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as
specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
Of the 33,195,673 Shares
beneficially owned by 22NW Fund, (i) 21,981,043 of such Shares were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) and have an aggregate purchase price of approximately $44,335,026,
excluding brokerage commissions, (ii) 3,899,745 of such Shares were granted by the Issuer, following shareholder approval, at a deemed
price of $0.40 per Share as reimbursement for legal fees and other expenses incurred by 22NW Fund in connection with the contested director
election at the Issuer’s 2022 annual and special meeting and (iii) 7,314,885 of such Shares are currently issuable upon the conversion
of certain of the Issuer’s outstanding 6.00% convertible unsecured subordinated debentures (the “January 2026 Convertible
Debentures”) and 6.25% convertible unsecured subordinated debentures (the “December 2026 Convertible Debentures,” and,
together with the January 2026 Convertible Debentures, the “Convertible Debentures”), which Convertible Debentures have an
aggregate purchase price of approximately C$17,262,885.
The Shares directly owned
by Mr. English were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). The aggregate purchase price of the 1,777,369 Shares directly owned by Mr. English is approximately $994,199, excluding
brokerage commissions.
The Shares directly owned
by Mr. Hirai-Hadley were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business). The aggregate purchase price of the 1,250 Shares directly owned by Mr. Hirai-Hadley is approximately
$1,763, excluding brokerage commissions.
The Shares directly owned
by Mr. Jones were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary
course of business). The aggregate purchase price of the 1,200 Shares directly owned by Mr. Jones is approximately $2,780, excluding brokerage
commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (c) are hereby
amended and restated as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 104,797,972 Shares outstanding as of November
17, 2023, which is the total number of Shares outstanding as reported in Amendment No. 2 to the Issuer’s Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on November 21, 2023, plus the number of Shares underlying the Convertible
Debentures as reported herein, as applicable.
As of the date hereof, 22NW
Fund directly beneficially owned 33,195,673 Shares, constituting approximately 29.6% of the Shares outstanding, including 7,314,885 Shares
issuable upon conversion of the Convertible Debentures owned by 22NW Fund.
As of the date hereof, Mr.
English directly beneficially owned 1,777,369 Shares, constituting approximately 1.7% of the Shares outstanding.
As of the date hereof, Mr.
Hirai-Hadley directly beneficially owned 1,250 Shares, constituting less than 1% of the Shares outstanding.
As of the date hereof, Mr.
Jones directly beneficially owned 1,200 Shares, constituting less than 1% of the Shares outstanding.
22NW, as the investment manager
of 22NW Fund, may be deemed to beneficially own the 33,195,673 Shares beneficially owned by 22NW Fund, constituting approximately 29.6%
of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 33,195,673 Shares beneficially
owned by 22NW Fund, constituting approximately 29.6% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed
to beneficially own the 33,195,673 Shares beneficially owned by 22NW Fund, constituting approximately 29.6% of the Shares outstanding.
Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially
own the 33,195,673 Shares beneficially owned by 22NW Fund, which, together with the Shares he directly beneficially owns, constitutes
an aggregate of 34,973,042 Shares, constituting approximately 31.2% of the Shares outstanding.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c) The
transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 9 to the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise
noted therein.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: December 1, 2023
|
22NW FUND, LP |
|
|
|
By: |
22NW Fund GP, LLC
General Partner |
|
|
|
By: |
/s/ Aron R. English |
|
|
Name: |
Aron R. English |
|
|
Title: |
Manager |
|
22NW, LP |
|
|
|
By: |
22NW GP, Inc.
General Partner |
|
|
|
By: |
/s/ Aron R. English |
|
|
Name: |
Aron R. English |
|
|
Title: |
President and Sole Shareholder |
|
22NW FUND GP, LLC |
|
|
|
By: |
/s/ Aron R. English |
|
|
Name: |
Aron R. English |
|
|
Title: |
Manager |
|
22NW GP, INC. |
|
|
|
By: |
/s/ Aron R. English |
|
|
Name: |
Aron R. English |
|
|
Title: |
President and Sole Shareholder |
|
/s/ Aron R. English |
|
ARON R. ENGLISH
Individually and as attorney-in-fact for Bryson O.
Hirai-Hadley and Alexander B. Jones |
SCHEDULE A
Transactions in the Securities of the
Issuer Since the Filing of Amendment No. 9 to the
Schedule 13D
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price (CAD) |
Date of
Purchase/Sale |
22NW FUND, LP
Purchase of Common Shares |
4,524,378 |
0.5068 |
12/01/2023 |
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