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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 7, 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 April 4, 2025,
the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”)
notified DIH Holding US, Inc. (the “Company”) that for the previous 30 consecutive trading days the market value of its
publicly held shares had been below the minimum $15,000,000 required for continued listing as set forth in Listing Rule
5450(b)(2)(C) (the “MVPHS Rule”). Therefore, in accordance with Marketplace Rule 5810(c)(3)(D), the Company was
provided 180 calendar days, or until October 1, 2025, to regain compliance with the Rule. The Company has not regained compliance
with the Rule. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq
Stock Market.
On October 7, 2025, (the “October Letter”)
the Company received formal notification from the Staff that the Nasdaq Hearings Panel (the “Panel”) will consider this matter
in rendering a determination regarding the Company’s continued listing on The Nasdaq Global Market. The October Letter provided
that pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its Panel hearing.
If the Company fails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make
its determination based upon that information.
As
previously disclosed, on March 5, 2025, the Company received written notice from Staff which notified the Company that, for the previous 30
consecutive business days prior to the date of the MVLS Notice, the Company’s market value of listed securities (“MVLS”)
closed below the $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”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided with a compliance period
of 180 calendar days in which to regain compliance with the MVLS continued listing requirement, or until September 1, 2025. The Company
did not regain compliance with the MVLS Rule by September 1, 2025, and, accordingly, by letter dated September 2, 2025, the Staff notified
the Company that its securities were subject to delisting from Nasdaq unless the Company timely requests a hearing before the Panel.
As
previously disclosed, on March 11, 2025, the Company received written notice from Staff 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 with a compliance period of 180 calendar
days in which to regain compliance with the Bid Price Rule, or until September 8, 2025. 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 Panel.
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 (the “Reports Rule”) as referenced in an additional basis
for delisted dated September 12, 2025, since it has not filed its Form 10-Q for the period ended June 30, 2025 and Form 10-K for the
period ended March 31, 2025. At the hearing, the Company will present its plan to evidence compliance with all applicable listing criteria,
including the MVPHS Rule, 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 MVPHS,
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 MVPHS Rule, 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.
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 8, 2025 |
By: |
/s/ Jason
Chen |
| |
|
Jason
Chen
Chief
Executive Officer and Chairman |
