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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): September 2, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(d)
On September 2, 2025, the Board of Directors of DIH Holding US, Inc. (the “Registrant”), upon recommendation of the
Nominating Committee of the Board, appointed Dr. Barrett Mooney to the Board of
Directors. He has been appointed to Class III with a term to expire at the 2026 Annual Meeting of Stockholders. Barrett
Mooney, Ph.D. has an extensive track record of growing complex and manufacturing related businesses. Dr. Mooney currently serves as
Chief Operating Officer of Green Theme Technologies and is President of Henry James Advisor Services, positions he has held since
January 2025. From 2023 to 2024, Dr. Mooney led the international deployment of artificial intelligence decision support tools in
commodity and supply chain for CropIn Technology Solutions. From 2018 to 2023, Dr. Mooney served as the Chief Executive Officer and
Chairman of the Board for AgEagle Aerial Systems (UAVS), a NYSE-American listed company. Prior to that, he co-founded and was Chief
Executive Officer of HydroBio Inc., a software company. Dr. Mooney holds a Doctor of Philosophy in Engineering from the University
of Florida. There are no items required to be disclosed by Item 404 of Regulation S-K.
As
a result of the three recent additions to the Board of Directors, the Board of Directors modified its committee assignments to be as
follows:
| Committee |
|
Members |
| Audit |
|
Scott
R. Burrell (Chair)
Barrett
Mooney
Dennis
Streppa
|
| |
|
|
| Compensation |
|
Max
Baucus (Chair)
Dennis
Streppa
F.
Samuel Eberts III
|
| |
|
|
| Nominating
&Corporate Governance |
|
F.
Samuel Eberts III (Chair)
Scott
R. Burrell
Barrett
Mooney
|
| |
|
|
| Strategy |
|
Barrett
Mooney (Chair)
Dennis
Streppa
Max
Baucus
Jason
Chen |
The
Registrant issued a press release on September 8, 2025, announcing the appointment of Dr. Mooney, a copy of which is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated September 8, 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 8, 2025 |
By: |
/s/ Jason
Chen |
| |
|
Jason
Chen
Chief
Executive Officer and Chairman |
