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DRTTF on OTC

DIRTT ENVIRONMENTAL SOLUTIONS LTD

DIRTT ENVIRONMENTAL SOLUTIONS LTD is a Canadian prepackaged software services company based in Calgary.2 Its shares trade on OTC under the symbol DRTTF.2

Price unavailable

Last updated Oct 21, 2026.

Overview

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  • TickerDRTTF on OTC2
  • IndustryServices-Prepackaged Software2
  • HeadquartersCalgary, Canada2
  • Incorporated inAlberta, Canada3
  • Business address7303 30 St S E, Calgary Alberta T2C 1N6 Can3
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formAlberta Business Corporation2
  • LEI894500O6PMNB4TY83V172
  • StatusActive2
  • LEI statusIssued and current2
  • Registered address4500, 855 - 2nd Street S.W., T2P 4K7 Calgary, Canada2
  • Registered withMinistry of Service Alberta, 20170372232

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DIRTT designs and manufactures adaptable, sustainable spaces where people work, learn, and heal. Since 2004, DIRTT has grown to become a leader in industrialized construction, providing a compelling alternative to conventional construction methods.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

32.8%Gross margin6
-6.7%Operating margin6
-8.6%Net margin6
-3.1%Revenue growth, 20256
-50.6%Return on equity6
0.01×Debt to equity6
-$1.8MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product One brought in 45% of the revenue DIRTT ENVIRONMENTAL SOLUTIONS LTD broke down this way in fiscal 2025.

  1. Product One$146.4M645%down 4% from 2024
  2. Commercial$98.0M630%down 19% from 2024
  3. Health Care$40.3M612%up 90% from 2024
  4. Transportation$17.0M65%up 6% from 2024
  5. Education$13.8M64%up 52% from 2024
  6. Government Contract$11.3M63%down 34% from 2024
  7. License$719.0K60%down 3% from 2024
  8. License Fees From Distribution Partners$719.0K60%down 3% from 2024
Products and services by year
Products and services202320242025
Product One$158.4M$152.9M$146.4M
Commercial$116.7M$121.5M$98.0M
Health Care$34.0M$21.2M$40.3M
Transportation$17.7M$16.1M$17.0M
Education$12.0M$9.1M$13.8M
Government Contract$13.4M$17.1M$11.3M
License$840.0K$738.0K$719.0K
License Fees From Distribution Partners$840.0K$738.0K$719.0K

Regions

United States brought in 88% of the revenue DIRTT ENVIRONMENTAL SOLUTIONS LTD broke down this way in fiscal 2025.

  1. United States$149.4M688%down 1% from 2024
  2. Canada$19.4M612%down 19% from 2024
Regions by year
Regions202320242025
United States$162.0M$150.4M$149.4M
Canada$19.9M$23.9M$19.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue67¢$113.4M
  • Other costs33¢$54.9M
  • Income tax0¢$507.0K

Out of $168.9M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$168.9M in 2025−32% since 2019
0$100.0M$200.0M$300.0M2019: $247.7M$247.7M20192020: $171.5M$171.5M2020−31%2021: $147.6M$147.6M2021−14%2022: $172.2M$172.2M2022+17%2023: $181.9M$181.9M2023+6%2024: $174.3M$174.3M2024−4%2025: $168.9M$168.9M2025−3%
Gross profit789106$55.4M in 2025−36% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $86.4M$86.4M20192020: $53.3M$53.3M2020−38%2021: $23.5M$23.5M2021−56%2022: $28.2M$28.2M2022+20%2023: $59.5M$59.5M2023+111%2024: $64.4M$64.4M2024+8%2025: $55.4M$55.4M2025−14%
Operating income789106-$11.3M in 2025+361% since 2019
-$80.0M-$60.0M-$40.0M-$20.0M0$20.0M2019: -$2.5M-$2.5M20192020: -$21.3M-$21.3M2020+768%2021: -$61.9M-$61.9M2021+191%2022: -$59.0M-$59.0M2022−5%2023: -$16.6M-$16.6M2023−72%2024: $4.2M$4.2M20242025: -$11.3M-$11.3M2025
Net income789106-$14.4M in 2025+229% since 2019
-$60.0M-$40.0M-$20.0M0$20.0M2019: -$4.4M-$4.4M20192020: -$11.3M-$11.3M2020+157%2021: -$53.7M-$53.7M2021+375%2022: -$55.0M-$55.0M2022+2%2023: -$14.6M-$14.6M2023−73%2024: $14.8M$14.8M20242025: -$14.4M-$14.4M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Total revenue$168.9M$174.3M$181.9M
Total cost of sales$113.4M$109.9M$122.4M
Gross profit$55.4M$64.4M$59.5M
Sales and marketing$20.6M$22.9M$25.2M
General and administrative$23.6M$19.9M$21.7M
Operations support$7.9M$7.4M$7.8M
Reorganization$4.9M$1.1M$3.0M
Technology and development$4.6M$5.3M$5.8M
Stock-based compensation$3.0M$3.0M$2.3M
mpairment charge on lease facilities (refer Note 5)$2.9M$530.0K$8.7M
Gain on disposal of lease-$858.0K$0$0
Related party expense$0$0$1.5M
Total operating expenses$66.8M$60.1M$76.1M
Operating (loss) income-$11.3M$4.2M-$16.6M
Interest income$941.0K$1.6M$490.0K
Gain on extinguishment of convertible debt$24.0K$10.4M$0
Foreign exchange (loss) gain-$1.7M$3.0M-$626.0K
Interest expense-$1.9M-$4.0M-$4.9M
Government subsidies$0$0$236.0K
Gain on sale of software and patents$0$0$7.1M
Nonoperating Income (Expense)-$2.6M$11.0M$2.3M
Net (loss) income before tax-$13.9M$15.2M-$14.3M
Current and deferred income tax expense$507.0K$448.0K$332.0K
Net (loss) income after tax-$14.4M$14.8M-$14.6M
Net (loss) income per share - basic-$0.08$0.08-$0.13
Net (loss) income per share - diluted-$0.08$0.07-$0.13
Weighted average number of shares outstanding (basic)191.0M shares190.5M shares116.1M shares
Weighted average number of shares outstanding (diluted)191.0M shares240.2M shares116.1M shares

Compare DIRTT ENVIRONMENTAL SOLUTIONS LTD with another company

Corporate structure

DIRTT ENVIRONMENTAL SOLUTIONS LTD sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of DIRTT ENVIRONMENTAL SOLUTIONS LTD

  • 22NW Fund, LP Filed SCHEDULE 13D/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 18, 2026 (17 filings since Oct 7, 2021)
  • Shaun Noll Filed SCHEDULE 13D/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 18, 2026 (11 filings since Nov 17, 2021)
  • MAK Capital Fund LP Filed SCHEDULE 13G/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 13, 2026
  • AMERICAN CENTURY INVESTMENT MANAGEMENT INC Filed SC 13G/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 12, 2024 (3 filings since Feb 4, 2022)
  • 683 Capital Management, LLC Filed SC 13G/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • MAK CAPITAL ONE LLC Filed SC 13G/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 13, 2023 (2 filings since Feb 14, 2022)
  • Iron Compass North Partners LP Filed SC 13G/A on DIRTT ENVIRONMENTAL SOLUTIONS LTD, latest Feb 8, 2022
  • DIRTT ENVIRONMENTAL SOLUTIONS LTD Calgary, Alberta, Canada

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What DIRTT ENVIRONMENTAL SOLUTIONS LTD reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$31.7M6 Dec 31, 2025$28.8M6 Dec 31, 2024+10.1%
Property and equipment, before depreciation$109.0M6 Dec 31, 2025$110.4M6 Dec 31, 2024−1.2%
Property and equipment, net$14.9M6 Dec 31, 2025$20.2M6 Dec 31, 2024−26.1%
Operating-lease assets (leased space)$18.9M6 Dec 31, 2025$25.4M6 Dec 31, 2024−25.5%

Real estate and locations

ItemLatestA year beforeChange
Countries it operates in26 Dec 31, 2025210 Dec 31, 20230%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$20.3M6 Dec 31, 2025$29.3M6 Dec 31, 2024−30.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$15.8M6 Dec 31, 2025$15.1M6 Dec 31, 2024+4.3%
Raw materials$15.3M6 Dec 31, 2025$14.2M6 Dec 31, 2024+7.4%
Work in process$1.0M6 Dec 31, 2025$1.8M6 Dec 31, 2024−42.1%

Properties, in its own words

Our principal executive offices are located in Calgary, Alberta, where we lease approximately 73,000 square feet of office and manufacturing space. Our lease expires in September 2030. Our principal manufacturing facilities are currently located in Calgary, Alberta; and Savannah, Georgia.

Our wall surfaces (which we call panels), casework and timber solutions are manufactured in Calgary, while aluminum, glass and power components are manufactured in Calgary and Savannah. In Calgary, we lease an aggregate of approximately 400,000 square feet of manufacturing space across four facilities (excluding our principal offices), which leases expire in January 2029, January 2030, September 2027, and January 2034. In Savannah, we lease approximately 81,000 square feet of manufacturing space, which lease expires in February 2029.

The rest of Item 2

On February 22, 2022, we announced our intention to close the Phoenix manufacturing facility and DXC. In Phoenix, we lease approximately 130,000 square feet of manufacturing space across two facilities, which leases expire in March 2027 (the “Phoenix Facility”). As at December 31, 2025, we subleased 71,855 square feet and are pursuing options to sublease the remaining premises.

In October 2019, we entered into a fifteen-year lease for a panel factory of approximately 130,000 square feet in Rock Hill, South Carolina. We decided to permanently close this facility in September 2025. On December 30, 2025, we entered an early termination agreement and ended the lease arrangement at the Rock Hill Facility.

In March 2020, we entered into an eight-year lease, which DIRTT may extend an additional five years at its option, of approximately 18,000 square feet of space for a DXC in Plano, Texas. During March 2023, we entered into an agreement to sublease our DXC in Plano to one of our Construction Partners in that region, from April 1, 2023, through October 31, 2028. In May 2025, we entered into a five-year lease of approximately 10,000 square feet in Houston, Texas, which we plan to use as a DXC.

In Chicago, Illinois, we own approximately 6,200 square feet of office space, which we use to operate a DXC.

Through distributed manufacturing, we can shift production of some components among our manufacturing sites, reduce transportation times and costs, and meet targeted lead times. We believe that our current and planned facilities are adequate for our current needs and that suitable additional or substitute space would be available if needed.

Item 2 of the 10-K filed Feb 25, 2026.5

Leadership

Who has led DIRTT ENVIRONMENTAL SOLUTIONS LTD, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Kevin P. Omeara2020–2021
  2. Benjamin Nicholas Urban2022–now

President

  1. Kevin P. Omeara2020–2021

Chief financial officer

  1. Geoffrey D. Krause2019–2022
  2. Bradley Scott Little2022–2023
  3. Fareeha Khan2023–now

Chief operating officer

  1. Jeffrey Calkins2019–2022
  2. Richard J. Hunter2022–now
20202025
Board members and other officers (39)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • DIRTT Environmental Solutions, Inc. Colorado4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 23, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure58
  2. Jul 29, 20268-K Results of operations59
  3. Jul 2, 20268-K Regulation FD disclosure60
  4. May 7, 20268-K Shareholder vote; Regulation FD disclosure61
  5. May 6, 20268-K Results of operations62
  6. Feb 25, 20268-K Results of operations63
  7. Feb 17, 20268-K Entered a material agreement; Executive or director change; Regulation FD disclosure64
  8. Jan 12, 20268-K Executive or director change; Regulation FD disclosure65
  9. Jan 5, 20268-K Ended a material agreement; Impairment; Regulation FD disclosure66
  10. Dec 18, 20258-K Regulation FD disclosure; Other events67
  11. Dec 11, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure68
  12. Nov 26, 20258-K Other events69
  13. Jul 7, 2022New chief executive Benjamin Nicholas Urban becomes CEO14
  14. Mar 10, 2020New chief executive Kevin P. Omeara becomes CEO15
  15. Sep 29, 2012Founded DIRTT ENVIRONMENTAL SOLUTIONS LTD is founded2

Calendar

Coming up

  1. Around Oct 21, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results59
  2. May 6, 2026Reported quarterly or annual results62
  3. Feb 25, 2026Reported quarterly or annual results63
  4. Nov 6, 2025Reported quarterly or annual results70
  5. Jul 30, 2025Reported quarterly or annual results71
  6. May 7, 2025Reported quarterly or annual results72
  7. Feb 26, 2025Reported quarterly or annual results73
  8. Nov 6, 2024Reported quarterly or annual results74

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

489 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 74 major events, 275 insider forms, 37 large holders, 82 other. The latest 20:

  1. Oct 1, 20264 EDGAR
  2. Oct 1, 20264 EDGAR
  3. Oct 1, 20264 EDGAR
  4. Oct 1, 20264 EDGAR
  5. Oct 1, 20264 EDGAR
  6. Oct 1, 20264 EDGAR
  7. Oct 1, 20264 EDGAR
  8. Sep 23, 20268-K EDGAR
  9. Aug 18, 20264 EDGAR
  10. Aug 18, 20264 EDGAR
  11. Aug 6, 20264 EDGAR
  12. Aug 6, 20264 EDGAR
  13. Jul 29, 202610-Q EDGAR
  14. Jul 29, 20268-K EDGAR
  15. Jul 6, 20264 EDGAR
  16. Jul 6, 20264 EDGAR
  17. Jul 2, 20268-K EDGAR
  18. Jul 2, 20264 EDGAR
  19. Jul 2, 20264 EDGAR
  20. Jul 2, 20264 EDGAR

The 489 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

50 open-market trades by officers, directors and large owners since October 2021: 46 buys and 4 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 5, 2025Robinson Scott LDirectorBuy20,000$0.54$10.8KForm 4
Aug 11, 2025Khan FareehaChief Financial OfficerBuy10,000$0.57$5.7KForm 4
Aug 6, 2025Robinson Scott LDirectorBuy10,000$0.56$5.6KForm 4
May 12, 2025Robinson Scott LDirectorBuy10,000$0.61$6.1KForm 4
Mar 21, 2025Noll Shaun10% ownerBuy43,500$0.72$31.3KForm 4
Mar 20, 2025Noll Shaun10% ownerBuy100,000$0.66$66.0KForm 4
Mar 5, 2025Urban Benjamin NicholasChief Executive OfficerBuy144,000$0.72$103.8KForm 4
Sep 19, 2024Noll Shaun10% ownerBuy156,250$0.51$79.7KForm 4
May 28, 2024Urban Benjamin NicholasChief Executive OfficerBuy13,800$0.50$6.9KForm 4
May 13, 2024Urban Benjamin NicholasChief Executive OfficerBuy11,667$0.55$6.4KForm 4
Dec 1, 202322NW, LP10% ownerBuy4,524,378$0.51$2.3MForm 4
Dec 1, 2023Briger Peter L JR10% ownerBuy3,939,925$0.28$1.1MForm 4
Sep 20, 2023Noll Shaun10% ownerBuy80,000$0.48$38.4KForm 4
Sep 19, 2023Noll Shaun10% ownerBuy104,000$0.44$45.8KForm 4
Sep 18, 2023Noll Shaun10% ownerBuy1,399$0.38$532Form 4
Jun 9, 2023Sanders Kenneth DDirectorBuy10,000$0.33$3.3KForm 4
Jun 8, 2023Sanders Kenneth DDirectorBuy20,000$0.34$6.8KForm 4
Jun 7, 2023Sanders Kenneth DDirectorBuy20,000$0.34$6.8KForm 4
May 18, 2023Somayaji NandiniSee RemarksSale16,041$0.36$5.8KForm 4
May 17, 2023Somayaji NandiniSee RemarksSale12,288$0.34$4.2KForm 4

All 50 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Benjamin Urban50$395.0K$410.0K82
2025Richard Hunter$369.2K$384.2K82
2025Fareeha Khan46$300.0K82
2024President and Chief Operating Officer$362.5K$1.9M82
2024Chief Executive Officer$385.0K$1.3M82
2024Chief Financial Officer$238.5K$1.0M82

SEC filer profile

How DIRTT ENVIRONMENTAL SOLUTIONS LTD is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDIRTT ENVIRONMENTAL SOLUTIONS LTD1
  • CIK0001340476
  • Employer ID (EIN)00-00000005
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inCanada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address7303 30 St S E, Calgary Alberta T2C 1N6 Can, British Columbia, Canada1
  • Phone403-723-50001
  • Shares outstanding194,332,596 as of Jul 20, 202612
  • Public float$45.6M as of Jun 30, 20255
  • AuditorPricewaterhouseCoopers LLP, Calgary, Canada PCAOB ID 271; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceSep 30, 20051
  • Filings695 in all: 4 (348), 8-K (92), 3 (46), SC 13D/A (22), 10-Q (21), SC 13G/A (17), DEFA14A (15), DFAN14A (11)1
    All 54 form types

    UPLOAD (11), FWP (10), CORRESP (8), DEF 14A (8), SC 13G (8), 10-K (7), 4/A (5), S-8 (5), 424B5 (4), D (4), SCHEDULE 13D/A (4), PRE 14A (3), REGDEX (3), DEFC14A (2), DRS/A (2), DRSLTR (2), EFFECT (2), PREC14A (2), PRER14A (2), S-1/A (2), SC 13D (2), SC TO-I/A (2), SEC STAFF LETTER (2), 10-12B (1), 10-K/A (1), 25-NSE (1), 305B2 (1), 424B4 (1), 8-A12B (1), 8-A12B/A (1), 8-A12G (1), 8-A12G/A (1), 8-K/A (1), CERT (1), DFRN14A (1), DRS (1), NT 10-K (1), NT 10-Q (1), PRRN14A (1), S-1 (1), S-1MEF (1), S-3 (1), S-3/A (1), SC TO-I (1), SCHEDULE 13G/A (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Mar 26, 2026
    Latest 8-K (8-K) Sep 23, 2026

Risk factors and legal proceedings

The risks DIRTT ENVIRONMENTAL SOLUTIONS LTD names in Item 1A of its 10-K filed Feb 25, 2026: 33 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Our industry is highly competitive, and potential clients may not recognize the benefits of our innovative and unique approach to interior construction as compared to conventional interior construction methods.
  • Our co-founders’ and former executives’ competitive behavior against us could have an adverse effect on our business, financial condition and results of operations.
  • We depend heavily on our network of Construction Partners, and the loss or inattention of our Construction Partners, or the failure of our Construction Partners to meet their obligations to us, could materially and adversely affect our business, financial condition and results of operations.
  • The Company is undergoing a strategic transformation process, across the Commercial, Operational and Manufacturing departments. We may not be able to achieve some or all of the anticipated benefits of this transformation plan.
  • We may be unable to expand our market share through our Construction Services (previously referred to as Integrated Solutions) team and other strategic initiatives.
  • If we do not effectively communicate the value of our products or services to potential customers and to our Construction Partners, our brand and name recognition and reputation could suffer.
  • Certain elements of DIRTT’s administrative systems may not be effective.
  • Environmental, social and governance (ESG) matters and conservation measures may adversely impact our or our customers’ business.
  • Risks Relating to Our Products and Software
  • We are subject to fluctuations in the prices of raw materials and commodities, which could adversely affect our liquidity, operating margins and financial condition.
  • We rely on a limited number of outside suppliers for certain key components and materials, and failure or delay in obtaining the necessary components or materials could delay or prevent the manufacturing or distribution of our DIRTT Solutions.
The other 23 risks
  • We may be unsuccessful in designing, introducing, or selling new solutions, solution features, or software, which also may cause us to become less competitive.
  • Our software and products may have design defects, deficiencies, or other unknown risks, and we may incur additional costs to fix any such defects, deficiencies, or other risks, or be subject to warranty or product liability claims.
  • Risks Relating to Market Conditions
  • New and existing trade policies, tariffs or import/export regulations imposed by the U.S., Canada or other foreign governments may adversely affect our ability to source and sell our products profitability, or at all. The Canada-United States-Mexico Agreement is due for review in 2026.
  • Global economic, political and social conditions and financial markets, such as geopolitical conflict or the imposition of tariffs by the U.S., may impact our ability to do business and adversely affect our liquidity, financial condition, and results of operations.
  • We are exposed to currency exchange rates, interest rates, tax rates, and other fluctuations, including those resulting from changes in laws.
  • Risks Relating to Intellectual Property and Information Security
  • We may be unable to maintain, protect or enforce our intellectual property rights, and we may be accused of infringing intellectual property rights of others.
  • If we are unable to protect our information technology systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our reputation and profitability could be negatively affected.
  • Damage to our information technology and software systems could impair our ability to effectively provide DIRTT Solutions and adversely affect our reputation, relationships with clients, financial condition or results of operations.
  • Our core intellectual property in the ICE Software Code is jointly owned with a third party, who may fail to comply with its contractual obligations to protect and enforce our intellectual property rights.
  • Risks Relating to Government Regulations and Enforcement
  • We may incur significant costs complying with environmental, health and safety laws and related claims, and failure to comply with these laws and regulations could expose us to significant liabilities, which could materially adversely affect our business and results of operations.
  • Risks Relating to Financial Results
  • We have had negative cash flow from operating activities.
  • We have experienced a history of losses, and despite certain periods of profitability in recent years, we may not be able to generate sufficient revenue to achieve and sustain profitability.
  • We have experienced, and may experience in the future, quarterly and yearly fluctuations in results of operations and financial condition.
  • We have recognized, and may recognize in the future, impairment charges for our goodwill and certain other non-current assets.
  • Risks Related to Our Common Shares and Corporate Structure
  • Our share price has been and may continue to be volatile, which could cause the value of your investment to decline.
  • Our common shares are quoted on the OTCQX®, and there may be a limited trading market in the Company’s common shares in the United States. As a result of the limited trading market, investors may experience limited liquidity, and may experience limited ability to sell shares in the open market.
  • We are governed by the corporate laws of Alberta, Canada, which in some cases have a different effect on shareholders than the corporate laws of the United States.
  • Our three largest shareholders, 22NW, WWT, and the 726 Entities, are able to exercise voting influence over matters which may require shareholder approval due to their ownership of our common shares, and their interests may conflict with or differ from the interests of our other shareholders. In addition, the Amended and Restated SRP limits the concentration of ownership of our common shares by shareholders other than 22NW, which may make it more difficult for a shareholder to acquire the Company.
  • Because we are a corporation incorporated in Alberta and some of our directors and officers are residents of Canada, it may be difficult for investors in the United States to enforce civil liabilities against us or our directors and officers based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.
  • The repurchase and cancellation of our Debentures could adversely affect the price or liquidity of the Debentures.
  • General Risks
  • Difficulties in recruiting and retaining qualified officers or employees, or experiencing labor shortages or disruptions, could have a material adverse effect on our business and results of operations.
  • We may have additional capital needs in the future and may not be able to obtain additional capital or financing on acceptable terms.
  • We may engage in future mergers, acquisitions, agreements, consolidations, or other corporate transactions that could adversely affect our business, financial condition, and results of operations.

Legal proceedings

There have been no material developments in the legal proceedings previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 except as described below regarding DIRTT’s litigation against Falkbuilt Ltd. (“Falkbuilt”), Messrs. Smed and Loberg, and their associates.

With respect to the DIRTT’s lawsuit against Falkbuilt in Utah, on February 5, 2025, the U.S. District Court for the Northern District of Utah (the “Utah Court”) granted Falkbuilt’s motion to dismiss the case, on the basis of forum non conveniens. In simple terms, the Utah Court decided that it would not hear DIRTT’s claim in Utah because Canada was more appropriate, and Canadian law applies to most of DIRTT’s claims. Further the Utah Court found that DIRTT’s Canadian company, DIRTT Environmental Solutions Ltd., owns the trade secrets that were the subject matter of the Utah claim, so whether the theft of those trade secrets occurred in Canada or abroad, they would result in injury to DIRTT Environmental Solutions Ltd. and should be pursued in Canada. The Utah Court, in essence, redirected the determination of those damages from Utah to Canada, being the appropriate forum for the legal dispute. On March 4, 2025, DIRTT filed a motion for reconsideration pursuant to Federal Rules of Civil Procedure, Rule 60(b). The reconsideration requests relief from the Utah Court’s February 5, 2025, Memorandum Decision and Order granting the Defendant’s motion to dismiss for forum non conveniens. The briefing is complete as of April 15, 2025, and the parties are awaiting a decision.

The opening of Item 3, Legal Proceedings.5

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