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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): October 17, 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
3.03 Material Modification to Rights of Security Holders.
The
information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 17, 2025, DIH Holding US, Inc. (the “Company”), acting pursuant to authority received at a special meeting of its
stockholders on September 25, 2025, filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Charter
Amendment”) to its certificate of incorporation (the “Certificate of Incorporation”), which effected a one-for-twenty-five
reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of Class A common stock,
par value $0.0001 per share (the “Common Stock”). Pursuant to the Charter Amendment, the Reverse Stock Split became effective
as of 5:00 p.m. Eastern Time on October 17, 2025. As a result of the Reverse Stock Split, every twenty-five (25) shares of Common Stock
were exchanged for one (1) share of Common Stock. The Common Stock will begin trading on the Nasdaq Capital Market on a split-adjusted
basis at the start of trading on October 20, 2025.
The
Reverse Stock Split did not affect the total number of shares of capital stock that the Company is authorized to issue, which remain
as set forth pursuant to the Certificate of Incorporation. No fractional shares were issued in connection with the Reverse Stock Split.
Rather, stockholders who would have received a fractional share of Common Stock will receive one whole share of Common Stock. The Reverse
Stock Split also has a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of
the Reverse Stock Split. The new, post-split CUSIP number for the Common Stock is 23290B205.
The
Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as exchange agent for the Reverse Stock Split
and has provided instructions to stockholders of record regarding the exchange of certificates for Common Stock.
The
summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Charter Amendment, a copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 3.1.
Item
8.01 Other Events.
On
October 16, 2025, the Company issued a press release with respect to the Reverse Stock Split. A copy of such press release is filed as
Exhibit 99.1 to this Report and is incorporated herein by reference.
Forward-Looking
Statements
Exhibit
99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and include cautionary statements
identifying important factors that could cause actual results to differ materially from those anticipated.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of DIH Holding US, Inc. |
| 99.1 |
|
Press Release dated October 16, 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:
October 17, 2025 |
By: |
/s/
Jason Chen |
| |
|
Jason
Chen
Chief
Executive Officer and Chairman |
