Delisting risk rises as DIH Holding (DHAI) misses Nasdaq value and filing rules

Rhea-AI Filing Summary

DIH Holding US, Inc. reported that its Nasdaq Global Market listing is at risk after failing to meet market value and filing requirements. Nasdaq staff notified the company on September 2, 2025 that its securities are subject to delisting because the company did not regain compliance with the $50,000,000 market value of listed securities requirement by the September 1, 2025 deadline.

The company also remains out of compliance for not timely filing its Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the quarter ended June 30, 2025. DIH plans to request a hearing before a Nasdaq Hearing Panel, which will temporarily stay any suspension for 15 days from the request date, and will seek an additional stay and more time to meet all listing criteria.

The Panel may grant up to 180 days from the delisting determination to fix the market value issue and up to 360 days from the initial filing delinquency to cure the reporting failures, but the company cautions there is no assurance it will secure continued listing or regain compliance in time.

Positive

• None.

Negative

• Nasdaq delisting risk: Nasdaq staff determined the company’s securities are subject to delisting after it failed to regain compliance with the $50,000,000 market value of listed securities requirement by the September 1, 2025 deadline.
• Delinquent SEC filings: The company has not timely filed its Form 10-K for the year ended March 31, 2025 and Form 10-Q for the quarter ended June 30, 2025, placing it out of compliance with Nasdaq’s reporting rule.
• No assurance of continued listing: Although the company plans to request a hearing and potential extensions of up to 180 and 360 days, it cautions there is no assurance it will secure continued Nasdaq listing or regain compliance in time.

Insights

Equity market structure and listing standards analyst

Nasdaq delisting risk and delinquent SEC reports create material listing uncertainty for DIH Holding.

DIH Holding US, Inc. now faces potential removal from the Nasdaq Global Market after its market value of listed securities stayed below the $50,000,000 threshold for 30 consecutive business days and it missed the September 1, 2025 compliance deadline. In parallel, the company has not filed its Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the quarter ended June 30, 2025, violating Nasdaq’s periodic reporting rule.

Nasdaq staff’s September 2, 2025 determination subjects the securities to delisting, but DIH plans to request a hearing, which will stay suspension for 15 days from the request and may be further extended if a Hearing Panel grants an additional stay. The Panel has discretion to allow up to 180 days from the delist determination to fix the market value issue and up to 360 days from the initial filing delinquency to cure the late reports.

The company states it is considering all options to regain compliance yet explicitly notes there is no assurance the Panel will approve continued listing or that it can meet all criteria within any extension granted. Actual impact on shareholders will depend on whether DIH files its delinquent reports and restores its market value within the specific timelines the Panel may set.

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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

FAQ

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

DIH Holding US, Inc. received a Nasdaq delisting notice because its market value of listed securities stayed below the $50,000,000 threshold required under Nasdaq Listing Rule 5450(b)(2)(A) for 30 consecutive business days and it did not regain compliance by the September 1, 2025 deadline.

Which Nasdaq listing rules is DIH Holding US, Inc. (DHAI) currently not meeting?

The company is not in compliance with the market value of listed securities requirement under Nasdaq Listing Rule 5450(b)(2)(A) and the timely periodic reporting requirement under Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 10-K and Form 10-Q.

Which SEC reports is DIH Holding US, Inc. (DHAI) late in filing?

The company is delinquent on its Form 10-K for the year ended March 31, 2025 and its Form 10-Q for the period ended June 30, 2025, referred to together as the Delinquent Reports.

What steps is DIH Holding US, Inc. (DHAI) taking in response to the Nasdaq notice?

The company plans to request a hearing before a Nasdaq Hearing Panel, which will stay any suspension of its common stock for 15 days from the request date, and will ask for an additional stay and more time to demonstrate compliance with all applicable listing criteria.

How much extra time could DIH Holding US, Inc. (DHAI) receive to regain Nasdaq compliance?

The Nasdaq Hearing Panel has authority to grant up to 180 days from the date of the staff’s delisting determination for the market value issue and up to 360 days from the initial filing delinquency to resolve the reporting violations.

Is DIH Holding US, Inc. (DHAI) guaranteed to remain listed on Nasdaq?

No. The company explicitly states there can be no assurance that the Nasdaq Hearing Panel will grant its request for continued listing or that it will be able to demonstrate compliance within any extension period that may be granted.