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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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on March 5, 2025, DIH Holding US, Inc. (the “Company”) received written notice (the “MVLS Notice”)
from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) 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 a compliance period of 180 calendar days in which to regain compliance with the
MVLS continued listing requirement, or until September 1, 2025 (the “Compliance Date”). 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 Nasdaq Hearing Panel (the “Panel”).
As
previously disclosed, on August 26, 2025, the Company received a notice from the Staff of 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 “Reports Rule”),
which requires the timely filing of all required periodic reports with the SEC.
The
Company plans to timely request a hearing before the Panel, and this request will stay the suspension of the Company’s Common
Stock for a period of 15 days from the date of the request. In connection with this request, the Company plans to also request an extended
stay of any further action pending the hearing (the “Additional Stay”). At the hearing, the Company will present its
plan to evidence compliance with all applicable listing criteria, including the MVLS 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 MVLS and 360 days from the initial filing delinquency. The Company is considering all options available to it to regain
compliance with the MVLS 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.
Item
7.01 Regulation FD Disclosure
On
September 5, 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 MVLS 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 September 5, 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 5, 2025 |
By: |
/s/ Jason Chen |
| |
|
Jason Chen
Chief Executive Officer and Chairman |
