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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): August 26, 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.
On
August 26, 2025, DIH Holding US, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the Company’s failure to timely
file its Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”), with the Securities and Exchange Commission
(the “SEC”), and because the Company remains delinquent in filing its Form 10-K for the year ended March 31, 2025 (the “Form
10-K”, together with the Form 10-Q, the “Delinquent Reports”), the Company is not in compliance with Nasdaq’s
continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all
required periodic reports with the SEC.
Under
Nasdaq rules, the Company has until September 29, 2025 to submit a plan to regain compliance with respect to the Delinquent Reports.
If the Company is unable to file the Delinquent Reports by that date, the Company is permitted to submit a plan of compliance on or prior
to that date. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the due date for the
Form 10-K, or January 12, 2026, to regain compliance.
The
Company is actively working with its auditors and advisors and intends to file its Delinquent Reports as soon as possible to regain compliance.
The
notice has no immediate impact on the listing or trading of the Company’s securities on Nasdaq.
Item
7.01 Regulation FD Disclosure
On
August 29, 2025, the Company issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that
the Company had received the Notice. 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 August 29, 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:
August 29, 2025 |
By: |
/s/
Jason Chen |
| |
|
Jason
Chen
Chief
Executive Officer and Chairman |
