UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

IMAX Corporation

(Exact name of the registrant as specified in its charter)

(Address of principal executive offices) (Zip code)

Robert D. Lister, Chief Legal Officer and Senior Executive Vice President

212-821-0100

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1 – Conflict Minerals Disclosure

Items 1.01 and 1.02                Conflict Minerals Disclosures and Report, Exhibit

IMAX Corporation (the “Company” or “IMAX”) has filed a Conflict Minerals Report, which is provided as Exhibit 1.01 hereto and is also available on the Governance page of the Company’s Investor Relations website at http://www.imax.com/content/investor-relations.¹

Section 2 – Exhibits

Item 2.01                Exhibits

The following exhibit is filed as part of this report.

Exhibit 1.01 – Conflict Minerals Report for the year ended December 31, 2022

Cautionary Note Regarding Forward-Looking Statements

This Specialized Disclosure Report on Form SD, including the Conflict Minerals Report exhibit, contains forward-looking statements that are based upon management’s expectations and beliefs concerning future events. Certain matters contained herein concerning the future, including risk mitigation steps, constitute forward-looking statements and are based upon management’s expectations and beliefs concerning future events impacting the Company’s efforts to improve its due diligence and risk mitigation strategies relating to any conflict minerals used in the Company’s manufacture or contract to manufacture activities. There can be no assurance that these future events will occur as anticipated. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update them. For a description of certain factors that could cause the Company’s future results to differ materially from those expressed in any forward-looking statement, see Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, entitled “Risk Factors.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Exhibit 1.01

IMAX CORPORATION

Conflict Minerals Report

For the Year Ended December 31, 2022

This report for the year ended December 31, 2022 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of such products. The term “conflict mineral” is defined in Form SD under the SEC’s conflict mineral rules as: (A) columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives which are limited to tantalum, tin, and tungsten, unless the Secretary of State determines that additional derivatives are financing conflict in the Democratic Republic of the Congo (the “DRC”) or an adjoining country (collectively, the “Covered Countries”) or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Covered Countries.

Tin, tungsten, tantalum and gold will herein be referred to as the “3TGs”.

Pursuant to the Rule, IMAX Corporation (herein referred to as “IMAX” or the “Company”) has undertaken a reasonable country of origin inquiry (“RCOI”) for products manufactured or contracted to be manufactured by IMAX during calendar year 2022. In response to representations from certain of its suppliers obtained in the course of the RCOI, IMAX has conducted due diligence on the source and chain of custody of the necessary 3TGs in its products that it had reason to believe could have originated from the Covered Countries. For that reason, IMAX is required under the Rule to submit to the SEC a Conflict Minerals Report as an Exhibit to Form SD.

References herein to the Company’s Investor Relations website are provided for convenience only, and its contents are not incorporated by reference into this Conflict Minerals Report nor deemed filed with the SEC.

This report has been prepared by management of IMAX. The information includes the activities of all majority-owned subsidiaries and variable interest entities that are required to be consolidated. It does not include the activities of variable interest entities that are not required to be consolidated.

IMAX is a premier global technology platform for entertainment and events. Through its proprietary software, theater architecture, patented intellectual property, and specialized equipment, IMAX offers a unique end-to-end solution to create superior, immersive content experiences for which the IMAX^® brand is globally renowned. The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of (1) the digital remastering of films and other content into the IMAX format for distribution across the IMAX network; and (2) the sale or lease of premium IMAX theater systems (“IMAX Systems”). The IMAX Systems contain many electronic components, which in turn contain 3TGs that are necessary to their functionality or production.

For the 2022 calendar year, IMAX conducted a RCOI in good faith to determine whether any of the 3TGs in its products originated from Conflict-Affected and High-Risk Areas (as defined by Responsible Minerals Initiative), such as the Covered Countries, or are from recycled or scrap sources.

IMAX develops and designs all of the key elements of the proprietary technology involved in IMAX Systems. Fabrication of a majority of parts and sub-assemblies, however, is subcontracted to a group of third-party suppliers. IMAX is therefore a purchaser of parts, components and manufactured products that are many steps downstream in the minerals supply chain. As a result, IMAX’s due diligence measures can provide only reasonable and not absolute assurance regarding the source and chain of custody of the necessary 3TGs. IMAX’s due diligence processes require data from its direct suppliers and those suppliers seeking similar information within their respective supply chains to identify the original sources of the necessary 3TGs.

IMAX Systems may contain conflict minerals within the following components:

IMAX has engaged a third-party service provider, Assent, to assist with its conflict minerals program. IMAX uses the Assent Compliance Manager, a SaaS platform provided by Assent, to complete and track supplier communications and to allow in-scope suppliers to upload completed CMRTs (as defined below) directly to the platform for validation, assessment and management. The Assent Compliance Manager also provides functionality that meets the OECD Guidance (as defined below) process expectations by evaluating the quality of each supplier response and assigning a health score based on the supplier’s declaration of process engagement.

For 2022, IMAX began its RCOI by compiling a list of suppliers, which was extracted from the Company’s vendor list. The list was then filtered to ensure that all suppliers surveyed by the Company provided items that were used in final products in 2022. Specifically, the list was filtered to remove:

In addition, Assent conducted additional analysis of the supply chain to identify suppliers who are potentially out of scope. Assent’s secondary analysis included obtaining the suppliers’ direct responses to the below factors. A supplier was removed from the list if it satisfied one of the following:

IMAX reviewed and confirmed the removal of the out-of-scope suppliers based on Assent’s secondary analysis.

After limiting the scope of inquiry, Assent conducted the supplier survey portion of the RCOI. The supplier survey utilized a template developed by the Responsible Minerals Initiative (“RMI”) called the CMRT. The CMRT was developed to facilitate general disclosures and information regarding smelters or refiners that provide materials to a supplier. It includes questions regarding the supplier’s conflict minerals policy, the engagement process with its direct suppliers and identification of the smelters or refiners used by the supplier. Suppliers were contacted a minimum of three times via the Assent Compliance Manager. Non-responsive suppliers were also contacted by Assent, with two follow-ups. Communications from Assent also included training and education on completion of the CMRT, as well as access to a resource center for suppliers designed to answer questions. All communications with suppliers were monitored and tracked in Assent’s system for future reporting and transparency.

For 2022, IMAX’s program included automated data validation on all submitted CMRTs. The goal of automated data validation is to increase the accuracy of submissions and to identify any contradictory answers provided in a CMRT. All submitted forms are accepted so that data is retained and classified as valid or invalid. Suppliers who submit invalid forms are contacted and are encouraged to resubmit a valid form. Suppliers are also provided with guidance on how to correct these validation errors in the form of feedback to their CMRT submission, training courses and direct engagement help.

After completing the RCOI, IMAX implemented due diligence measures on the source and chain of custody of such conflict minerals, as further described below.

Based on the RCOI, IMAX has reason to believe that some of the 3TG minerals included in its products may have originated in the Covered Countries. As such, IMAX conducted due diligence on the source and chain of custody of its conflict minerals in a manner consistent with the framework promulgated by the Organisation for Economic Co-operation Development (“OECD”) and its Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict Affected and High Risk Areas¸ including the related supplements on 3TGs (“OECD Guidance”) and evaluated market expectations for data collection and reporting to achieve continuous improvement opportunities.

Because due diligence requires the Company’s reliance on data provided by direct suppliers and third-party audit programs, there is a risk of incomplete or inaccurate data. However, through active risk identification and risk assessment, as well as continued outreach and process validation, the Company believes risk gaps can be mitigated. This aligns with industry standards and market expectations for downstream companies’ due diligence.

Due Diligence Performed

Conflict Minerals Policy

IMAX first adopted a Conflict Minerals Policy in 2014, committed to addressing the concern that certain minerals that are contained in IMAX Systems may contribute to the funding of military conflict and human rights violations in the Covered Countries. The policy was reviewed and updated in September 2019. Through this policy, IMAX has encouraged its suppliers and sub-suppliers to responsibly source 3TGs. This policy is available publicly on the Governance page of the Company’s Investor Relations website at http://www.imax.com/content/investor-relations.

Internal Compliance Team

IMAX established a cross-functional Conflict Minerals Compliance Team. The Conflict Minerals Compliance Team is responsible for implementing the conflict minerals compliance strategy and briefing senior management about the results of these due diligence efforts.

The Company also uses Assent to assist with evaluating supply chain information regarding 3TGs, identifying potential risks, and developing and implementing additional due diligence steps that the Company will undertake with suppliers and/or respective stakeholders in regards to conflict minerals.

The Company leverages Assent’s Managed Services in order to work with dedicated program specialists who support IMAX’s conflict minerals program. The Company communicates regularly with the Assent team in order to receive updates on program status. Each member of Assent’s Customer Success team is trained in conflict minerals compliance and understands the intricacies of reporting templates such as CMRT and CMRs, as well as Section 1502 of the Dodd-Frank Act.

Control Systems

The Company expects all suppliers to have policies and procedures in place to ensure that 3TGs used in the production of the products sold to IMAX are “conflict free or responsibly sourced.” This means that the products should not contain minerals (3TGs) sourced from areas that have been identified to be in the presence of widespread human rights abuses and violations of law either directly or indirectly. The Company expects direct suppliers to provide information on the origin of the 3TGs contained in components and materials supplied, including sources of 3TGs that are supplied to them from lower-tier suppliers.

Controls adopted include, but are not limited to, IMAX’s Code of Business Conduct and Ethics, which outlines expected behaviors for all IMAX employees, IMAX’s Conflicts Minerals Policy, the IMAX Supplier Compliance Document, and supplier conflict minerals contract clauses as further described below.

A number of parts contained in IMAX’s products are commercial, off-the-shelf (“COTS”) components. Each new purchase order for COTS components requires that the supplier assist the Company in implementing its Conflict Minerals Policy, such as by completing the CMRT. IMAX further compiles a list of all unique COTS items contained in IMAX products and contacts the manufacturers of each COTS items to request completion of the CMRT.

IMAX also contracts with various suppliers for fabricated assemblies. Based on drawings provided by IMAX, suppliers fabricate a portion of these assemblies from various materials, such as metal for enclosures. All metal fabrication drawings generated by IMAX specifically state the materials used are to be conflict-free. These fabricated assemblies are in turn used by IMAX in the assembly of its products. All new purchase agreements for the manufacturing of assemblies incorporated into IMAX products contain clauses that require suppliers to assist IMAX in implementing its Conflict Minerals Policy, such as by completing the CMRT. However, contracts with the Company’s direct suppliers are frequently multi-year term contracts. In the case of existing contracts, the Company generally is unable to unilaterally impose new contract terms prior to expiration of the contract. However, IMAX works individually with key selected suppliers to ensure they provide 3TG sourcing information for current contracts. As the Company renews contracts or enters into new ones, it intends to add a clause that requires all applicable suppliers to assist IMAX in implementing its Conflict Minerals Policy.

Supplier Engagement

IMAX has a strong relationship with Tier 1 direct suppliers. As an extremely important part of the supply chain, IMAX has leveraged processes and educational opportunities in order to ensure that non-English speaking suppliers have access to a free platform to upload their CMRTs, help desk support, and other multilingual resources. IMAX’s suppliers are able to leverage Assent’s team of supplier support specialists to ensure they receive appropriate support and understand how to properly complete a CMRT. Suppliers are provided guidance in their native language, if needed. In addition, Assent’s online resources provides suppliers with conflict minerals training and support resources. Also, Assent’s automated feedback process that notifies suppliers of risks associated with their CMRT submission serves to educate suppliers of certain conflict minerals’ risks.

The Company engages with suppliers to request a valid (free of validated errors) CMRT for the products that they supply to the Company. With respect to the OECD requirement to strengthen engagement with suppliers, the Company has developed an internal procedure that includes a supplier risk identification process that then leads to further steps of supplier engagement in the form of escalations, such as in-person meetings and/or corrective actions. Feedback from this engagement process has allowed the Company to oversee improvements in supplier responses and supplier compliance for this initiative.

Suppliers that approach IMAX with questions requiring further clarity about the additional information are directed and addressed by the appropriate contact on the IMAX Conflict Mineral Team.

Additionally, suppliers are required under the supplier agreements with IMAX to comply with the conflict mineral rules under Section 1502 of the Dodd-Frank Act and to provide information and perform due diligence related to sourcing 3TG and smelters. In addition, suppliers are required to substantially comply with corporate responsibility standards at least as stringent as those set forth in the Electronic Industry Citizenship Coalition’s Electronic Industry Code of Conduct (the “Supplier Code of Conduct”).

IMAX believes that the combination of the Supplier Code of Conduct, the contractual obligations under the supplier agreements between IMAX and suppliers, and direct engagement with suppliers for conflict minerals training and support constitute a strong supplier engagement program.

Grievance Mechanisms

The Company has established multiple grievance mechanisms whereby employees and suppliers can report violations of IMAX’s policies, including conflict minerals. Suppliers and others outside of IMAX may contact the Conflict Minerals Team, including to report grievances, via a dedicated email address that is provided to suppliers. In addition, employees and suppliers may anonymously report suspected violations via contacts provided in IMAX Code of Business Conduct and Ethics. Violations or grievances at the industry level can be reported to the RMI directly as well. This can be done at http://www.responsiblemineralsinitiative.org/responsible-minerals-assurance-process/grievance-mechanism/.

Maintain Records

IMAX has adopted a policy to retain relevant documentation for a period of five years. Through Assent, a document retention policy to retain conflict minerals related documents, including supplier responses to CMRTs and the sources identified within each reporting period, has been implemented. The Company stores all of the information and findings from this process in an auditable database.

Because of IMAX’s size, the complexity of its products, and the depth, breadth, and constant evolution of its supply chain, it is difficult to identify actors upstream from the Company’s direct suppliers. The majority of IMAX’s direct suppliers who were asked to submit a CMRT and who provided a CMRT identified their components and products as containing 3TGs. These suppliers are relied upon to provide IMAX with information about the source of 3TGs contained in the components and products supplied to us.

IMAX does not have a direct relationship with smelters and refiners and does not perform direct audits of the pre-supply chain of these entities. Risks related to smelters and refiners are identified based on criteria established for supplier responses in IMAX’s conflict minerals compliance system. Specifically, with assistance from Assent, supplier risk is classified as high, medium or low based on various scoring criteria, including: (1) whether there is known or plausible evidence of unethical or conflict sourcing by the smelter or refiner; (2) an analysis of the smelter or refiner country and its proximity to Covered Countries; (3) the smelter or refiner’s audit status with the RMI’s Responsible Minerals Assurance Process (“RMAP”); (4) known mineral source country of origin; and (5) whether peer assessments were conducted by credible third-party sources. Where a smelter or refiner is claimed to be “conflict-free”, the facility is cross-referenced against the lists maintained by the RMI. In cases where IMAX identifies supplier risk, IMAX will contact the supplier, gather pertinent data and perform an assessment of the supplier’s conflict minerals status.

If any of IMAX’s direct suppliers report a high-risk smelter on its CMRT, Assent will request that the supplier in question provide a product-level and/or user-defined CMRT. This helps to enable IMAX to determine if there is any connection between IMAX Systems and the high-risk smelters reported. The results of IMAX’s smelter and refiner data analysis are described in Section 6 below.

The Company believes that the inquiries and investigations described above represent a reasonable effort to determine the mines or locations of origin of the 3TGs in its products, including (1) seeking information about 3TG smelters and refiners in the supply chain through requesting that suppliers complete the CMRT, (2) verifying those smelters and refiners with the expanding RMI lists, (3) conducting the due diligence review, and (4) obtaining additional documentation and verification, as applicable.

Together with Assent, IMAX developed processes to assess and respond to the risks identified in the supply chain. IMAX has a risk management plan, through which the conflict minerals program is implemented, managed, and monitored. As the program progresses, escalations are sent to non-responsive suppliers to outline the importance of a response via CMRTs and to outline the required cooperation for compliance to the conflict minerals rules and the Company’s expectations.

Feedback on supplier submissions is given directly to suppliers and educational resources are provided to assist suppliers in corrective action methods or to improve their internal programs. Assent also communicates directly with smelters that have not yet been determined to be conformant with the RMAP in order to request sourcing information and encourage their involvement with the RMI program. At present, the Company has found no instances where it was necessary to terminate a contract or find a replacement supplier due to their non-compliance with the conflict minerals rules.

The Company reports annually on supply chain due diligence by filing a Form SD and a Conflict Minerals Report with the SEC. The Company’s Form SD and Conflict Minerals Report can be found on the Governance page of the Company’s Investor Relations website (http://www.imax.com/content/investor-relations).

IMAX has also considered impacts from the European Union Conflict Minerals Rule when disclosing details regarding due diligence efforts. IMAX will continue to expand efforts both for transparency through the data collection process and risk evaluation, as well as the disclosure of efforts through the public reporting.

The large majority of the responses received provided data at a company or divisional level, meaning that the 3TG may or may not actually be present in the components or parts actually supplied to IMAX. In many other cases, the suppliers were unable to specify the smelters or refiners used for components supplied to IMAX. Furthermore, suppliers did not always provide smelter or refiner lists nor were the smelter or refiner lists they did supply consistently completed with smelter or refiner identification numbers. In addition, many of the responses provided at the company or division level indicated an “unknown” status in terms of determining the origin of 3TGs. Therefore, IMAX was unable to validate that any of these smelters or refiners are actually in its supply chain.

Supply Chain Outreach Results

Supply chain outreach is required to identify the upstream sources of origin of 3TGs. Following the industry standard process, CMRTs are sent to and requested from Tier 1 suppliers, who are expected to follow this process until the smelter and refiner sources are identified. The following is the result of the outreach conducted by IMAX for the 2022 reporting year.

Supply Chain Outreach Metrics

Upstream Data Transparency

Appendix A includes all smelters/refiners that suppliers listed in completed CMRTs that met the recognized definition of a 3TGs processing facility and were operational during 2022. As is a common practice when requests are sent upstream in the supply chain, those who purchase materials from smelters may not be able to discern exactly which company’s product lines the materials may end up in. As a result, those providing the smelters/refiners have the practice to list all smelters/refiners they may purchase from within the reporting period. Therefore, the smelters/refiners (as sources) listed in Appendix A are likely to be more comprehensive than the list of smelters/refiners which actually processed the 3TGs contained in the Company’s products. Suppliers that identified these specific smelters of concern on their CMRT were contacted in accordance with the OECD Guidance, as stipulated in the previous sections.

IMAX relies on third-party assessment of smelter/refiners management systems and sourcing practices to validate the smelters’ and refiners’ conformance with RMAP standards. The following table summarizes the number of identified smelters and refiners that were determined to be conformant with the RMAP (“RMAP Conformant”), actively enrolled in the RMAP but not yet determined to be conformant (“RMAP Active”), not enrolled in the RMAP (“Not Enrolled”), and non-conformant with the RMAP (“Non-Conformant”) based on the completed CMRTs.

Appendix B includes an aggregated list of countries of origin from which the reported facilities collectively source 3TGs, based on reasonable identification of country of origin data obtained via Assent’s supply chain database or other RCOI data, as applicable. As mentioned in the above section, overreporting might occur which could result in Appendix B having more countries than those strictly relevant to the Company’s products.

Going forward, IMAX, with assistance from Assent, intends to take the following steps to further improve its due diligence and to further mitigate any risk that the necessary 3TGs in IMAX products could benefit armed groups in the Covered Countries:

All suppliers who do not know the origin of the 3TGs in their products will be further encouraged to examine their supply chain and enact due diligence measures as per the OECD Guidance. The goal for these suppliers is to determine the origin of their 3TGs and, if not from recycled or scrap resources, then to ensure a conflict-free origin. Should suppliers of parts that are at a high risk of containing 3TGs remain unresponsive or if suppliers are unable to definitively determine origin and to take necessary subsequent steps to ensure that their products are conflict-free, IMAX will consider replacing such suppliers.

Smelter & Refiner Risk Evaluation

Understanding the risks associated with the smelters and refiners potentially providing material into IMAX’s supply chain is an important part of the due diligence process. Through Assent, IMAX conducts a comprehensive and ongoing analysis through Assent’s smelter library manager to assess sourcing risk. This information is used to:

The following risk categories are used for smelter evaluation and risk determination:

APPENDIX A - Smelter and Refiner List

Appendix B: Countries of Origin

Country of Origin