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DIH HOLDING US, INC. reported that a shareholder proposal related to the "Original Debentures Securities Purchase Agreement" was presented and approved by the required majority. The filing shows multiple voting tallies with shares for, against and abstaining across recorded votes, including tallies of 20,749,300 for, 839,940 against and 1,918,276 abstentions in one recorded vote and alternative tallies of 20,752,726 for, 839,524 against and 1,915,266 abstentions in another. The document is signed by Jason Chen, Chief Executive Officer and Chairman.
DIH Holding US, Inc. reports that Nasdaq has identified additional bases to delist its securities. The company failed to regain compliance with Nasdaq’s minimum bid price requirement, as its Class A common stock traded below $1.00 for 30 consecutive business days and did not recover by the September 8, 2025 compliance date. Nasdaq has also cited the company’s failure to timely file its Form 10-Q for the period ended June 30, 2025 and Form 10-K for the year ended March 31, 2025, as well as non-compliance with the minimum $50,000,000 market value of listed securities threshold for the Nasdaq Global Market.
The company has requested a hearing before a Nasdaq Hearing Panel, which has stayed the suspension of trading for 15 days, and it is seeking an additional stay. At the hearing, the company plans to present a plan to regain compliance with all listing criteria and ask for more time, but there is no assurance the panel will grant continued listing or that compliance can be achieved within any extension granted.
Barrett Mooney, identified as a Director of DIH HOLDING US, INC. (DHAI), filed an initial Section 16 Form 3 reporting ownership details related to the issuer.
The Form 3 lists the "Date of Event Requiring Statement" as 09/02/2025 and is signed by /s/ Barrett Mooney with a signature date of 09/08/2025. The filing shows 0 shares beneficially owned of Class A Common Stock, and no derivative securities are reported on the form. The reporting person's mailing address on the form is C/O DIH HOLDING US, INC., 77 ACCORD PARK DRIVE; SUITE D-1, NORWELL, MA 02061.
DIH Holding US, Inc. reported that its Board of Directors appointed Dr. Barrett Mooney as a Class III director, effective September 2, 2025, with a term expiring at the 2026 Annual Meeting of Stockholders. Dr. Mooney brings experience leading complex and manufacturing-related businesses, including prior roles as Chief Executive Officer and Chairman of a NYSE-American listed company and co-founder of a software firm, and he currently serves as Chief Operating Officer of Green Theme Technologies and President of Henry James Advisor Services.
Following three recent additions to the Board, DIH updated its Board committee assignments, naming Dr. Mooney to the Audit, Nominating & Corporate Governance, and Strategy Committees, and appointing him Chair of the Strategy Committee. The company also stated there are no related-party transactions requiring disclosure under Item 404 of Regulation S-K and issued a press release on September 8, 2025 announcing his appointment.
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.
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.
DIH Holdings US, Inc. has filed a definitive proxy statement for a special meeting to be held September 25, 2025, describing five numbered proposals for stockholder vote. The proposals listed in the provided excerpts include a New Debenture NASDAQ Proposal, an Original Debenture Base Conversion Price Reduction Proposal regarding the company’s 8% Original Issue Discount Senior Secured Convertible Debentures, an Additional Investment Right Amendment Proposal, a Reverse Stock Split Proposal to amend the company’s certificate of incorporation to effect a reverse split of Class A Common Stock, and an Adjournment Proposal. The document includes proxy logistics such as virtual attendance instructions, toll-free and international dial-in numbers and a conference ID for the meeting, a proxy card, and signatures by the Chairman and CEO, Jason Chen. Vote thresholds referenced include majority votes and a requirement that holders of at least a majority of issued and outstanding shares present or represented vote "FOR" certain proposals.
DIH Holding US, Inc. filed a notice that it will not be able to submit its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 by the normal deadline. The company says it needs more time to finalize the financial statements and related disclosures for this quarter.
The company also discloses that it has not yet filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and is still working to complete the financial statements and other required disclosures for that report. DIH Holding US, Inc. further states that it does not expect to file the June 30, 2025 Form 10-Q within the standard short extension window that is normally available for late filings.
DIH Holding US, Inc. is asking stockholders to approve five proposals at a virtual special meeting, principally to authorize the issuance and amendment of convertible debentures and warrants, and to permit a reverse stock split to regain Nasdaq compliance. The Company issued an 8% original-issue-discount senior secured convertible debenture on August 7, 2025, with aggregate face value of $2,222,222 (original issue discount $222,222), initially convertible at $0.25 per share and accompanied by a warrant to buy 8,888,888 shares at $0.25 (not exercisable until February 1, 2026); the debentures mature September 21, 2026 and pay 8% interest.
The proxy seeks approval under Nasdaq Rule 5635(d) because anti-dilution and price-adjustment features could cause conversion/exercise prices to be reduced (floor $0.10) and issuances to exceed 19.99% of outstanding shares. The proxy also seeks approval to reduce base conversion/warrant prices under the June 6, 2024 Original Debenture (outstanding principal $1,553,126), which could permit issuance of up to 10,616,304 additional shares and increase potential warrants to 19,800,000. Proposal 4 would authorize a reverse stock split up to 1-for-25 to address a Nasdaq notice received March 11, 2025 for failing to maintain a $1 minimum bid price. The Board unanimously recommends a vote FOR all proposals.
DIH Holding US, Inc. director reports no share ownership
DIH Holding US, Inc. director Scott R. Burell filed an initial ownership report stating that he beneficially owns 0 shares of the company’s Class A common stock as of the reported date. The filing confirms his role as a director and clarifies that he holds no non-derivative or derivative securities of the company in either a direct or indirect capacity.