DIRTT Environmental Solutions Ltd 2024年度报告

DIRTT ENVIRONMENTAL SOLUTIONS LTD. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Portions of the registrant’s Proxy Statement relating to the Annual and Special Meeting of Shareholders, scheduled to be held on May 9, 2025, are incorporated byreference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities26Item 6.[Reserved]27Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk50Item 8.Financial Statements and Supplementary Data52Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure92Item 9A.Controls and Procedures92Item 9B.Other Information92Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections92 PART III Item 10.Directors, Executive Officers and Corporate Governance93Item 11.Executive Compensation93Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93Item 13.Certain Relationships and Related Transactions, and Director Independence93Item 14.Principal Accounting Fees and Services93 PART IVItem 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary 9499 EXPLANATORY NOTE Currency and Exchange Rate Information Unless otherwise indicated, references in this Annual Report on Form 10-K (the “Annual Report”) to “$” or “dollars” areexpressed in U.S. dollars (US$). References in this Annual Report to Canadian dollars are noted as “C$.” Our consolidated financial statements that are included in this Annual Report are presented in U.S. dollars. Unless otherwisestated, all figures presented in Canadian dollars and translated into U.S. dollars were calculated using the daily average exchangerate as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 31, 2024 ofC$1.4400 = US$1.00. Market and Industry Data Certain market and industry data contained in this Annual Report, including Item 1. “Business” and Item 7. “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” are based upon information from government or otherthird-party publications, reports and websites or based on estimates derived from such publications, reports and websites.Government and other third-party publications, reports and websites do not guarantee the accuracy or completeness of theirinformation. While management believes this data to be reliable, market an