DIRTT 环境解决方案有限公司 2025年季度报告

submit such files).☒Yes☐NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filerNon-accelerated filer☒Smaller reporting companyEmerging 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ The registrant had189,576,796common shares outstanding as of April 29, 2025. DIRTT ENVIRONMENTAL SOLUTIONS LTD.FORM 10-Q Item 3. Quantitative and Qualitative Disclosures About Market Risk iItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits Litigation Reform Act of 1995, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and“forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenuesand losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in thisQuarterly Report, the words “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” “outlook,” “may,” “will,”“should,” “would,” “could,” “can,” “continue,” the negatives thereof, variations thereon and other similar expressions are intendedto identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on certain estimates, beliefs, expectations and assumptions made in light of management’s experienceand perception of historical trends, current conditions and expected future developments, as well as other factors that may beappropriate. with the U.S. Securities and Exchange Commission (the “SEC”) and applicable securities commissions or similar regulatoryauthorities in Canada on February 26, 2025 (the “Annual Report on Form 10-K”), and in this Quarterly Report under “Part II, Item1A. Risk Factors.” These factors include, but are not limited to, the following:•the effects of tariffs or other trade barriers on exports or imports to and from Canada and the U.S., and retaliatorymeasures in response thereto, including potential increases in the cost of our raw materials and ultimately our products;•general economic and business conditions in the jurisdictions in which we operate, including potential recession risks in •inflation and material fluctuations of commodity prices, including raw materials, and our ability to set prices for ourproducts that satisfactorily adjust for inflation, tariffs, and fluctuations in commodity prices;•shortages of supplies of certain key components and materials or disruption in supplies due to global events; •volatility of our share price and potentially limited liquidity for U.S. investors due to our common shares being quoted onthe “OTC Pink Tier”; ability to make investments in the business; •our ability to generate sufficient revenue to achieve and sustain profitability and positive cash flows;•our ability to attract, train and retain qualified hourly labor on a timely basis to increase overall productive capacity in our manufacturing facilities to enable us to capture any rising demand in the construction industry;•our ability to achieve and manage growth effectively; •the voting influence our two largest shareholders are able to exercise over the Company due to their ownership of ourcommon shares; •competitive behaviors by our co-founders and former executives;•the condition and changing trends of the overall construction industry;•our reliance on our network of Construction Partners (as defined herein) for sales, marketing and installation of oursolutions;•our ability to introduce new designs, solutions and technology and gain client and market acceptance; ii •defects in our designing and manufacturing software and warranty and product liability claims brought against us;•the effectiveness of our manufacturing processes and our success in implementing improvements to those processes; •cyber-attacks and other security breaches of our information and technology systems;•damage to our information technology and software systems; •our requirements to comply with applicable environmental, health, safety and other similar laws;•the impact of environmental, social and governance (“ESG”) matters on our business, including potentially incurringadditional expenses implementing