DRTTF Dirtt Environmental Solutions Ltd (PK)

As filed with the Securities and Exchange Commission on December 19, 2023

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIRTT Environmental Solutions Ltd.

(Exact Name of Registrant as Specified in Its Charter)

7303 30th Street S.E.

Calgary, Alberta, Canada T2C 1N6

(403) 723-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices)

Fareeha Khan

Chief Financial Officer

DIRTT Environmental Solutions Ltd.

7303 30th Street S.E.

Calgary, Alberta, Canada T2C 1N6

(403) 723-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Agent For Service)

Copy to:

Robert L. Kimball

Lucy Liu

Vinson & Elkins LLP

2001 Ross Avenue, Suite 3900

Dallas, Texas 75201

(214) 220-7700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File No. 333-275172

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

DIRTT Environmental Solutions Ltd. (the “Registrant”), is filing this registration statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-275172) (the “Prior Registration Statement”), which the Commission declared effective on November 24, 2023.

The Registrant is filing this registration statement for the sole purpose of registering for sale 109,557 additional transferable subscription rights (“Rights”) to purchase up to an aggregate of 89,606 of our Common Shares (“Common Shares”). Such additional Rights and Common Shares are being registered to account for Common Shares issued by the Registrant between the date of the Prior Registration Statement and December 12, 2023, the record date for the rights offering. The additional Common Shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement and the power of attorney included therein, are hereby incorporated by reference into this registration statement.

The required opinions and consents are attached hereto and filed herewith.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1, as amended (SEC File No. 333-275172) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Calgary, Alberta, Canada on December 19, 2023.

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on December 19, 2023.

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the requirements of the Securities Act, the undersigned certifies that it is the duly authorized United States representative of DIRTT Environmental Solutions Ltd. and has duly caused this Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Calgary, Alberta, Canada on December 19, 2023.

Exhibit 5.1

December 19, 2023

DIRTT Environmental Solutions Ltd.

7303 – 30th Street SE

Calgary, Alberta T2C 1N6

Dear Sirs/Mesdames:

Introduction

We have acted as counsel in Alberta to DIRTT Environmental Solutions Ltd., an Alberta corporation (the “Company”), in connection with the proposed distribution of transferable subscription rights (the “Rights”) to purchase up to an aggregate of 85,714,285 common shares in the capital of the Company (the “Rights Shares”) to holders of common shares (“Common Shares”) of the Company. The Rights have been and the Rights Shares will be issued in the United States pursuant to a prospectus (the “Prospectus”) included in the Registration Statement on Form S-1 (Registration No. 333-275172) (as amended at the effective date thereof, the “Initial Registration Statement”) originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 26, 2023. On December 19, 2023, the Company filed a registration statement supplement to the Initial Registration Statement pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (the “Rule 462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statement”) that incorporates by reference the Initial Registration Statement, which was declared effective on November 24, 2023. The Rule 462(b) Registration Statement relates to the registration of the issuance by the Company of 109,557 additional Rights (the “Additional Rights”) to purchase up to an aggregate of an additional 89,606 Common Shares (the “Additional Rights Shares”).

All capitalized terms not defined in this opinion letter shall have the terms ascribed thereto in the Prospectus. This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an Exhibit.

As such counsel and for purposes of our opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, resolutions, certificates and other instruments of the Company and corporate records furnished to us by the Company, and have reviewed certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including, without limitation:

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In addition, we have considered such questions of law, examined such other documents and conducted such investigations as we have considered necessary to enable us to express the opinions set forth herein.

Applicable Law

We are solicitors qualified to carry on the practice of law in Alberta and we express no opinions as to any laws, or any matters governed by any laws, other than the laws of Alberta and the federal laws of Canada applicable in Alberta that are in effect on the date hereof. We specifically disclaim any obligation, and make no undertaking to supplement our opinions herein, as changes in the law occur and facts come to our attention that could affect such opinions, or otherwise advise any person of any change in law or fact which may come to our attention after the date hereof.

Assumptions

In providing the opinions expressed herein, we have assumed:

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Opinions

Based upon and subject to the foregoing, we are of the opinion that:

Reliance

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of the firm’s name under the heading “Legal Matters” in the Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours truly,

(signed) “Bennett Jones LLP”

Exhibit 23.1

Consent of independent registered public accounting firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-1 of DIRTT Environmental Solutions Ltd. of our report dated February 22, 2023, relating to the financial statements, which appears in DIRTT Environmental Solutions Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Interests of Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, Alberta, Canada

December 19, 2023

PricewaterhouseCoopers LLP

111-5th Avenue SW, Suite 3100, Calgary, Alberta, Canada T2P 5L3

T: +1 403 509 7500, F: +1 403 781 1825, ca_calgary_main_fax@pwc.com, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact Name of Registrant as Specified In Its Articles of Amalgamation)

Table 1: Newly Registered and Carry Forward Securities

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A