[8-K] DIH HOLDING US, INC. Reports Material Event

Rhea-AI Filing Summary

DIH Holding US, Inc. (DHAI) announced its Nasdaq delisting. A Nasdaq Hearings Panel denied the company’s request to remain listed, and trading in its securities will be suspended at the open on November 7, 2025. The company’s Class A common stock and warrants had traded on Nasdaq under DHAI and DHAIW.

The company does not intend to seek further review of the decision. It plans to have its securities quoted over the counter under the same symbols, but warns there may be a very limited market and that shareholders may find it difficult to sell shares, with trading prices potentially adversely affected.

Management and auditors had previously noted substantial doubt about the company’s ability to continue as a going concern. Following the delisting decision, the company concluded additional capital needed for day-to-day operations will be unavailable and has suspended operations while evaluating strategic alternatives.

Positive

• None.

Negative

• Nasdaq delisting and trading suspension effective at the open on November 7, 2025
• Operations suspended as capital sources deemed unavailable amid going concern doubt
• Liquidity risk expected with a very limited OTC market and potential adverse price effects

Insights

Equity markets & restructuring analyst

Delisting and operations suspension signal acute financial stress.

DIH Holding will be delisted from Nasdaq after a Panel denial, with trading suspended at the open on November 7, 2025. The company indicates OTC quotation plans but highlights a likely very limited market, which can impair liquidity and price discovery.

Management cites prior going concern doubt and now reports that, after the delisting decision, needed capital for daily operations will be unavailable. The company has suspended operations and is evaluating strategic alternatives, a step often preceding restructuring or asset decisions, though no path is specified in the excerpt.

Key near-term implications are liquidity constraints for shareholders and operational pause for the business. Subsequent company disclosures may outline any over-the-counter quotation commencement and the outcome of strategic evaluations.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

DIH HOLDING US, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41250		98-1624542
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

77 Accord Park Drive; Suite D-1 Norwell, Massachusetts		02061
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 871-2101

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		DHAI		The Nasdaq Stock Market LLC
Warrants		DHAIW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 5, 2025, DIH Holding US, Inc. (the “Company”) received a determination letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to deny the Company’s request to continue its listing on Nasdaq. Accordingly, the Company’s shares will be delisted from Nasdaq and trading in the Company’s securities will be suspended at the open of trading on November 7, 2025.

As previously disclosed, the Listing Qualifications Staff (“Staff”) of Nasdaq notified the Company that it was not in compliance with Listing Rules 5250(c)(1), 5450(a)(1), 5450(b)(2&3), and 5450(b)(2)(A). A hearing before the Panel on these matters was held on October 16, 2025.

The Company has 15 days after the date of the Panel’s decision to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision, or the Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after issuance of the written decision. The Company does not intend to request a review of the decision.

As a result of the suspension in trading and delisting, there may be a very limited market in which the Company’s shares are traded. The Company intends to have its securities quoted in the Over-the-Counter market under the same symbols although the Company’s stockholders may find it difficult to sell their shares of the Company and the trading price of the Company’s securities, if any, may be adversely affected.

Item 8.01 Other Events

As previously disclosed in its public filings, the Company and its auditors believe there is substantial doubt about its ability to continue as a going concern. As a result of the Nasdaq delisting described in Item 3.02 hereto, the Company has concluded that sources of additional capital it needs to fund its day to day operations will be unavailable. As such, the Company has determined to suspend its operations while it evaluates all strategic alternatives.

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 undersigned hereunto duly authorized.

	DIH HOLDING US, INC.
Date: November 5, 2025	By:	/s/ Jason Chen
		Jason Chen
		Chief Executive Officer and Chairman

FAQ

What happened to DIH Holding (DHAI) on Nasdaq?

A Nasdaq Hearings Panel denied continued listing. Trading will be suspended at the open on November 7, 2025, and the shares will be delisted.

Will DHAI seek further review of the delisting decision?

The company has 15 days to request Council review but does not intend to do so.

Where will DHAI shares trade after delisting?

The company intends to have its securities quoted over the counter under the same symbols, though it cautions the market may be very limited.

Is DIH Holding (DHAI) still operating?

The company has suspended its operations while it evaluates strategic alternatives.

What financial concerns did DHAI disclose?

Management and auditors previously disclosed substantial doubt about the company’s ability to continue as a going concern.

What key dates were disclosed?

Panel hearing on October 16, 2025; trading suspension at the open on November 7, 2025.