DIRTT Environmental Solutions Ltd. — Share Issue/Capital Change 2025

Jun 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of registrant as specified in its charter)

Alberta, Canada
(State or Other Jurisdiction of
Incorporation or Organization)

90-0840530
(LR.S. Employer
Identification No.)

7303 30th Street S.E.
Calgary, Alberta, Canada
(Address of Principal Executive Offices)

T2C 1N6
(Zip Code)

DIRTT ENVIRONMENTAL SOLUTIONS LTD.
THIRD AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

and

DIRTT ENVIRONMENTAL SOLUTIONS LTD.
AMENDED AND RESTATED EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plan)

Benjamin Urban and Fareeha Khan
Chief Executive Officer and Chief Financial Officer
DIRTT Environmental Solutions, Inc.
7303 30th Street S.E.
Calgary, Alberta
(Name and address of agent for service)

(403) 723-5000
(Telephone number, including area code, of agent for service)

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Copies to:
Robert L. Kimball
Lucy Liu
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201
(214) 220-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange 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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering the offer and sale of an additional 3,000,000 common shares (the “Shares”) of DIRTT Environmental Solutions Ltd. (the “Registrant”) that may be issued pursuant to the DIRTT Environmental Solutions Ltd. Third Amended and Restated Long Term Incentive Plan (as further amended from time to time, the “LTIP”) and 2,500,000 Shares that may be issued pursuant to the DIRTT Environmental Solutions Ltd. Amended and Restated Employee Share Purchase Plan (the “ESPP” and, together with the LTIP, the “Plans”), for a cumulative total of 5,500,000 Shares. Except as otherwise set forth below, the contents of the registration statements on Form S-8s previously filed with the Securities and Exchange Commission (the “Commission”) on each of October 9, 2019 (File No. 333-234143), May 26, 2020 (File No. 333-238689), August 2, 2023 (File No. 333-273622), May 17, 2024 (File No. 333-279503), which registered the offer and sale of 21,000,000, 5,850,000, 6,500,000, and 15,000,000 Shares under the Plans, respectively, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Exhibit Description
4.1	Restated Articles of Amalgamation of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 (File No. 001-39061), filed with the Commission on September 20, 2019).
4.2	Amended and Restated Bylaw No.1 of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39061, filed with the Commission on May 22, 2020).
4.3	DIRTT Environmental Solutions Ltd. Third Amended and Restated Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 000-56646, filed with the Commission on June 24, 2025).
4.4	DIRTT Environmental Solutions Ltd. Amended and Restated Employee Share Purchase Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 000-56646, filed with the Commission on June 24, 2025).
5.1*	Opinion of Bennett Jones L.L.P. as to the legality of the securities being registered.
23.1*	Consent of PricewaterhouseCoopers L.L.P., independent registered public accounting firm.
23.2*	Consent of Bennett Jones L.L.P. (included in Exhibit 5.1 to this Registration Statement).
24.1*	Power of Attorney (included in the signature page of this Registration Statement).
107.1*	Calculation of Filing Fee Tables.

• Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and 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 June 27, 2025.

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

By: /s/ Benjamin Urban
Name: Benjamin Urban
Title: Chief Executive Officer (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin Urban and Fareeha Khan, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 27, 2025.

Signatures	Title
/s/ Benjamin Urban
Benjamin Urban	Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Fareeha Khan
Fareeha Khan	Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
/s/ Douglas Edwards
Douglas Edwards	Director
/s/ Aron English
Aron English	Director
/s/ Holly Hess Groos
Holly Hess Groos	Director
/s/ Shalima Pannikode
Shalima Pannikode	Director

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/s/ Scott Robinson	Director
Scott Robinson
/s/ Scott Ryan	Director
Scott Ryan

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, a duly authorized representative of the Company in the United States, has signed the Registration Statement in the City of Calgary, Alberta, Canada on June 27, 2025.

DIRTT ENVIRONMENTAL SOLUTIONS, INC.

By: /s/ Benjamin Urban
Name: Benjamin Urban
Title: Chief Executive Officer

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Exhibit 5.1

Bennett Jones

Bennett Jones LLP

4500 Bankers Hall East, 855 2nd Street SW

Calgary, Alberta, T2P 4K7 Canada

T: 403.298.3100

F: 403.265.7219

June 27, 2025

DIRTT Environmental Solutions Ltd.
7303 - 30th Street S.E.
Calgary, Alberta, Canada T2C 1N6

To Whom It May Concern:

Re: DIRTT Environmental Solutions Ltd. – Registration Statement on Form S-8

We have acted as Canadian counsel to DIRTT Environmental Solutions Ltd., a corporation amalgamated under the laws of Alberta, Canada (the "Company"), in connection with the proposed issuance of up to an additional 3,000,000 common shares in the capital of the Company (the "LTIP Shares") issuable pursuant to the DIRTT Environmental Solutions Ltd. Third Amended and Restated Long Term Incentive Plan (the "LTIP") and up to an additional 2,500,000 common shares in the capital of the Company (the "ESPP Shares" and, together with the LTIP Shares, the "Shares") issuable pursuant to the DIRTT Environmental Solutions Ltd. Amended and Restated Employee Share Purchase Plan (the "ESPP"). The Shares are included in a Registration Statement on Form S-8 (the "Registration Statement") under The Securities Act of 1933 filed with the United States Securities and Exchange Commission (the "Commission") on June 27, 2025.

This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an Exhibit.

For the purposes of the opinions expressed below, we have examined such statutes, regulations, public and corporate records and other documents and have made such investigations and considered such questions of law as we have considered necessary as a basis of the opinions hereinafter expressed. We have also examined the Registration Statement and the Plan, which has been filed with the Commission as an exhibit to the Registration Statement. We have relied on a certificate of an officer of the Company as to various questions of fact material to our opinion that we have not verified independently. In rendering the opinion expressed in paragraph 1 below, we have relied exclusively on a certificate of status dated the date hereof issued pursuant to the Business Corporations Act (Alberta).

In all such examinations, we have assumed the genuineness of all signatures and the authority and legal capacity of all persons signing documents reviewed by us, the authenticity of all documents submitted to us as originals and the completeness and conformity to authentic original documents of all documents submitted to us as true, certified or notarial copies or as reproductions (including documents received by electronic transmission or facsimile), all documents submitted to us have been executed in the form reviewed by us and have not been amended or modified since the date they were submitted to us, by written or oral agreement or by conduct of the parties thereto, or otherwise, and the truthfulness and accuracy of all certificates of public officials and officers of the Company. We have also assumed the awards granted under the Plan will be duly granted by the

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June 27, 2025

Page Two

board of directors of the Company (the "Board"), a Committee of the Board (a "Committee") or pursuant to a delegation of authority granted by the Board or a Committee, all in accordance with the terms of the Plan.

We are solicitors qualified to practice law in the Province of Alberta and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Alberta and the federal laws of Canada applicable therein. The opinions expressed herein are given as at the date hereof and are based upon, and subject to, legislation and regulations in effect as of the date hereof and the facts as of 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.

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

1. The Company is a corporation amalgamated under the Business Corporations Act (Alberta) and has not been dissolved.
2. An aggregate of up to an additional 3,000,000 LTIP Shares, when issued from time to time upon the due settlement, exercise or redemption, as applicable, of awards or granted under and in accordance with the terms of the LTIP and the terms and conditions of any agreement governing the grant of any such award will be validly issued by the Company as fully paid and non-assessable common shares in the capital of the Company.
3. An aggregate of up to an additional 2,500,000 ESPP Shares, when issued from time to time in accordance with the terms of the ESPP will be validly issued by the Company as fully paid and non-assessable common shares in the capital of the Company.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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 of 1933 or the rules and regulations of the SEC promulgated thereunder.

This opinion is for the benefit of the addressee in connection with the transaction to which it relates, and may not be relied upon, used, or quoted from or referred to in any other documents, by any other person or for any other purpose without our express written consent.

Yours truly,

/s/ Bennett Jones LLP

Bennett Jones LLP

Bennett Jones

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Exhibit 23.1

pwc

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of DIRTT Environmental Solutions Ltd. of our report dated February 26, 2025 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, 2024.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, Alberta, Canada

June 27, 2025

PricewaterhouseCoopers LLP

111 5th Avenue South West, Suite 2900, Calgary, Alberta, Canada T2P 5L3

T.: +1 403 509 7500, F.: +1 403 781 1825, Fax to mail: ca_calgary_main_fax@pwc.com

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

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Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

Registration Statement

(Form Type)

DIRTT Environmental Solutions Ltd.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee (2)
Equity	Common shares, without par value	Rule 457(c) and 457(h)	3,000,000	$0.58	$1,740,000	$153.10 per $1,000,000	$267
Equity	Common shares, without par value	Rule 457(c) and 457(h)	2,500,000	$0.58	$1,450,000	$153.10 per $1,000,000	$222
Total Offering Amounts				—	$3,190,000	—	$489
Total Fee Offsets				—	—	—	—
Net Fee Due				—	—	—	$489

(1) The Form S-8 registration statement to which this Exhibit 107.1 is attached (the "Registration Statement") registers registering the offer and sale of an additional 3,000,000 common shares (the "Shares") of DIRTT Environmental Solutions Ltd. (the "Registrant") that may be issued pursuant to the DIRTT Environmental Solutions Ltd. Third Amended and Restated Long Term Incentive Plan (as further amended from time to time, the "LTIP") and 2,500,000 Shares that may be issued pursuant to the DIRTT Environmental Solutions Ltd. Amended and Restated Employee Share Purchase Plan (the "ESPP" and, together with the LTIP, the "Plans"), for a cumulative total of 5,500,000 Shares. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the Registration Statement shall be deemed to cover an indeterminate number of additional Shares as may be necessary to adjust the number of Shares that may become issuable by reason of stock splits, stock dividends or similar transactions pursuant to any applicable anti-dilution provisions of the Plans.

(2) Estimated solely for purposes of calculating the registration fee on the basis of the price of securities of the same class, as determined in accordance with Rules 457(c) and 457(h), using the average of the high and low prices for the common stock reported on the Toronto Stock Exchange on June 20, 2025 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $0.58, as translated into U.S. dollars using the daily average exchange rate as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System on June 20, 2025 of C$1.3739 = US$1.00.