DIH Holding US receives Nasdaq non-compliance notice

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

DIH Holding US, Inc. reported that on August 26, 2025 it received a notice from Nasdaq stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the period ended June 30, 2025. The company has until September 29, 2025 to submit a plan to regain compliance, and if Nasdaq accepts that plan, the company may have until January 12, 2026 to become current in its SEC filings.

The company says it is working with its auditors and advisors and intends to file the delinquent reports as soon as possible. The notice does not immediately affect the listing or trading of DIH Holding US, Inc.’s common stock or warrants on Nasdaq.

Positive

None.

Negative

Nasdaq non-compliance notice due to unfiled Form 10-K for the year ended March 31, 2025 and Form 10-Q for the period ended June 30, 2025, creating heightened listing and reporting risk.

Insights

Nasdaq non-compliance notice introduces filing and listing risk for DIH.

DIH Holding US, Inc. disclosed that Nasdaq has notified the company it is out of compliance with Listing Rule 5250(c)(1) because its Form 10-K for the year ended March 31, 2025 and Form 10-Q for the period ended June 30, 2025 remain unfiled. This signals both a delay in financial disclosure and a formal escalation from the exchange.

Nasdaq has given DIH until September 29, 2025 to submit a compliance plan, with the possibility of an extension to January 12, 2026 if the plan is accepted. During this period, the company’s securities continue to trade, but its status depends on becoming current in its SEC reports and on Nasdaq’s assessment of its plan.

The company states it is working with auditors and advisors and intends to file the delinquent reports as soon as possible. Actual listing outcomes will depend on timely filing of the Form 10-K and Form 10-Q and on Nasdaq’s ongoing compliance determinations.

8-K Event Classification

2 items: 3.01, 7.01

2 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

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

Why did DIH Holding US, Inc. (DHAI) receive a Nasdaq non-compliance notice?

DIH Holding US, Inc. received a notice from Nasdaq on August 26, 2025 because it failed to timely file its Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the period ended June 30, 2025, violating Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic reports with the SEC.

What deadlines has Nasdaq given DIH Holding US, Inc. (DHAI) to regain compliance?

Nasdaq has given DIH Holding US, Inc. until September 29, 2025 to submit a plan to regain compliance. If Nasdaq accepts the plan, the company may have up to January 12, 2026, which is 180 days from the due date of the Form 10-K, to become current with its SEC filings.

Which SEC reports from DIH Holding US, Inc. (DHAI) are currently delinquent?

The delinquent reports are DIH Holding US, Inc.’s Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the period ended June 30, 2025. The company refers to these as the “Delinquent Reports.”

Does the Nasdaq notice immediately affect trading of DIH Holding US, Inc. (DHAI) securities?

The company states that the Nasdaq notice has no immediate impact on the listing or trading of DIH Holding US, Inc.’s Class A common stock or warrants on The Nasdaq Stock Market LLC.

How is DIH Holding US, Inc. (DHAI) responding to the Nasdaq non-compliance notice?

DIH Holding US, Inc. says it is actively working with its auditors and advisors and intends to file its delinquent Form 10-K and Form 10-Q as soon as possible in order to regain compliance with Nasdaq’s continued listing requirements.

Did DIH Holding US, Inc. (DHAI) issue a press release about the Nasdaq notice?

Yes. On August 29, 2025, DIH Holding US, Inc. issued a press release announcing that it had received the Nasdaq notice. The press release is attached as Exhibit 99.1 to the report, and the company notes that this information is furnished under Regulation FD and not deemed filed for liability purposes.

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

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Accepted by SEC EDGAR 08/29/2025 - 04:45 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): 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

Source: View Original Filing on SEC EDGAR

DIH Holding US receives Nasdaq non-compliance notice