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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 12, 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 11, 2025, DIH Holding US, Inc. (the “Company”) received written notice (the “Bid Price
Notice”) from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) which
notified the Company that the bid price of its Class A common stock had closed at less than $1.00 per share for the previous 30
consecutive business days prior to the date of the Bid Price Notice, as required for continued listing on the Nasdaq Global
Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “Bid Price 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 Bid Price Rule, or until
September 8, 2025 (the “Compliance Date”). The Company did not regain compliance with the Bid Price Rule by September 8,
2025, and, accordingly, by letter dated September 12, 2025, the Staff notified the Company that this matter would serve as
an additional basis for delisting, so it would need to address it before the Nasdaq Hearing Panel (the “Panel”).
As
previously disclosed, on September 2, 2025 Nasdaq notified the Company that its securities were subject to delisting since it was
not current in filing its Form 10-Q for the period ended June 30, 2025, and Form 10-K for the fiscal year ended March 31, 2025 (the
“Form 10-K”, together with the Form 10-Q, the “Delinquent Reports”), so 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. Further, the September 2, 2025 letter from Nasdaq stated that the
Company’s securities were subject to delisting since it had not regained compliance with the minimum $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”) following
a grace period, which expired on September 1, 2025.
The
Company has requested a hearing before the Panel, which has stayed the suspension of the Company’s Common Stock for a period
of 15 days. In connection with this request, the Company also requested an extended stay of any further action pending the hearing
(the “Additional Stay”) due to its non-compliance with the Reports Rule. At the hearing, the Company will present
its plan to evidence compliance with all applicable listing criteria, including the MVLS Rule, the Bid Price 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 Bid Price Rules and 360 days from the initial filing delinquency. The Company
is considering all options available to it to regain compliance with the MVLS Rule, the Bid Price 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 18,
2025, the Company issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had
received notice of additional basis for delisting from Nasdaq. 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 18, 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 18, 2025 |
By: |
/s/
Jason Chen |
| |
|
Jason
Chen
Chief
Executive Officer and Chairman |
