DIH Holding faces Nasdaq delisting risks

DIH Holding US, Inc. reports that Nasdaq has identified additional bases to delist its securities.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DIH Holding US, Inc. reports that Nasdaq has identified additional bases to delist its securities. The company failed to regain compliance with Nasdaq’s minimum bid price requirement, as its Class A common stock traded below $1.00 for 30 consecutive business days and did not recover by the September 8, 2025 compliance date. Nasdaq has also cited the company’s failure to timely file its Form 10-Q for the period ended June 30, 2025 and Form 10-K for the year ended March 31, 2025, as well as non-compliance with the minimum $50,000,000 market value of listed securities threshold for the Nasdaq Global Market.

The company has requested a hearing before a Nasdaq Hearing Panel, which has stayed the suspension of trading for 15 days, and it is seeking an additional stay. At the hearing, the company plans to present a plan to regain compliance with all listing criteria and ask for more time, but there is no assurance the panel will grant continued listing or that compliance can be achieved within any extension granted.

Positive

None.

Negative

Heightened delisting risk from Nasdaq: DIH Holding US, Inc. is out of compliance with the minimum bid price rule, the $50,000,000 market value of listed securities requirement, and timely filing rules for its Form 10-K and Form 10-Q, and there is no assurance Nasdaq will grant continued listing or that the company can regain compliance within any extension.

Insights

Nasdaq delisting risk rises as DIH faces multiple rule breaches.

DIH Holding US, Inc. now faces three concurrent Nasdaq issues: minimum bid price, minimum market value of listed securities, and delinquent SEC filings. The company did not restore its share price to at least $1.00 by the September 8, 2025 deadline and also failed to meet the $50,000,000 market value threshold after a grace period that ended on September 1, 2025.

In addition, the Form 10-K for the year ended March 31, 2025 and Form 10-Q for the period ended June 30, 2025 remain unfiled, placing the company out of compliance with periodic reporting rules. This combination signals operational and governance strain, as timely reporting and listing standards are basic requirements for a national exchange.

The requested Nasdaq hearing has triggered a 15-day stay of suspension, and the panel may grant up to 180 days for bid price and market value issues and up to 360 days from the initial filing delinquency. The outcome depends on whether the company can both cure its filing delays and restore bid price and market value within any extension the panel chooses to grant.

8-K Event Classification

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

1 item

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

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did DIH Holding US, Inc. (DHAIW) disclose about its Nasdaq listing status?

The company disclosed that Nasdaq staff has identified additional bases for delisting its securities, including failure to meet the minimum bid price, minimum market value of listed securities, and timely filing requirements.

Why is DIH Holding US, Inc. out of compliance with Nasdaq’s bid price rule?

Nasdaq notified the company that its Class A common stock closed below $1.00 per share for 30 consecutive business days and the company did not regain a $1.00 minimum bid price by the September 8, 2025 compliance date.

Which SEC reports has DIH Holding US, Inc. failed to file on time?

The company has not timely filed its Form 10-K for the fiscal year ended March 31, 2025 and its Form 10-Q for the period ended June 30, 2025.

What market value requirement has DIH Holding US, Inc. failed to meet on Nasdaq?

After a grace period that expired on September 1, 2025, the company did not regain compliance with Nasdaq’s minimum $50,000,000 market value of listed securities requirement for the Nasdaq Global Market.

What steps is DIH Holding US, Inc. taking in response to the delisting notices?

The company has requested a hearing before a Nasdaq Hearing Panel, obtained a 15-day stay of suspension, requested an additional stay, and plans to present a plan to regain compliance with all applicable listing criteria.

Can DIH Holding US, Inc. receive more time from Nasdaq to regain compliance?

The Nasdaq Hearing Panel has authority to grant up to 180 days from the staff’s delisting determination for the market value and bid price issues and up to 360 days from the initial filing delinquency, but there is no assurance such extensions or continued listing will be granted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/18/2025 - 04:25 PM

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): September 12, 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: 877 944-2200

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.

As previously disclosed, on March 11, 2025, DIH Holding US, Inc. (the “Company”) received written notice (the “Bid Price Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which notified the Company that the bid price of its Class A common stock had closed at less than $1.00 per share for the previous 30 consecutive business days prior to the date of the Bid Price Notice, as required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided a compliance period of 180 calendar days in which to regain compliance with the Bid Price Rule, or until September 8, 2025 (the “Compliance Date”). The Company did not regain compliance with the Bid Price Rule by September 8, 2025, and, accordingly, by letter dated September 12, 2025, the Staff notified the Company that this matter would serve as an additional basis for delisting, so it would need to address it before the Nasdaq Hearing Panel (the “Panel”).

As previously disclosed, on September 2, 2025 Nasdaq notified the Company that its securities were subject to delisting since it was not current in filing its Form 10-Q for the period ended June 30, 2025, and Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”, together with the Form 10-Q, the “Delinquent Reports”), so the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Reports Rule”), which requires the timely filing of all required periodic reports with the SEC. Further, the September 2, 2025 letter from Nasdaq stated that the Company’s securities were subject to delisting since it had not regained compliance with the minimum $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”) following a grace period, which expired on September 1, 2025.

The Company has requested a hearing before the Panel, which has stayed the suspension of the Company’s Common Stock for a period of 15 days. In connection with this request, the Company also requested an extended stay of any further action pending the hearing (the “Additional Stay”) due to its non-compliance with the Reports Rule. At the hearing, the Company will present its plan to evidence compliance with all applicable listing criteria, including the MVLS Rule, the Bid Price Rule and the Reports Rule, and request an extension of time. The Panel has the authority to grant the Company an extension of up to 180 days from the date of the Staff’s delist determination for the MVLS and Bid Price Rules and 360 days from the initial filing delinquency. The Company is considering all options available to it to regain compliance with the MVLS Rule, the Bid Price Rule and the Reports Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance within the period of time that may be granted by the Panel.

Item 7.01 Regulation FD Disclosure

On September 18, 2025, the Company issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received notice of additional basis for delisting from Nasdaq. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release Dated September 18, 2025

104

Cover page interactive data file

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: September 18, 2025	By:	/s/ Jason Chen
		Jason Chen Chief Executive Officer and Chairman

Source: View Original Filing on SEC EDGAR

DIH Holding faces Nasdaq delisting risks