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~~October 127, 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~~April 114, 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~~DIH ~~Company~~Holding ~~that~~US, Inc. (the ~~bid~~“Company”) ~~price~~that offor ~~its~~the ~~Class~~previous A30 ~~common~~consecutive ~~stock~~trading ~~had~~days ~~closed~~the atmarket ~~less~~value ~~than~~of ~~$1.00 per share for the previous 30~~its ~~consecutive~~publicly ~~business~~held ~~days~~shares ~~prior~~had tobeen ~~the~~below ~~date of~~ the ~~Bid~~minimum ~~Price Notice~~$15,000,000 as required for continued listing onas ~~the~~set ~~Nasdaq~~forth ~~Global~~in ~~Market under Nasdaq~~ Listing Rule 5450(b)(2)(AC) (the “~~Bid~~MVPHS ~~Price~~ Rule”). InTherefore, in accordance with ~~Nasdaq~~Marketplace ~~Listing~~ Rule 5810(c)(3)(CD), the Company was provided ~~a compliance period of~~ 180 calendar days, inor ~~which~~until October 1, 2025, to regain compliance with the ~~Bid Price~~ Rule~~, or until September 8, 2025 (the “Compliance Date”)~~. The Company ~~did~~has not ~~regain~~regained compliance with the ~~Bid Price~~ Rule. ~~by September 8~~Accordingly, ~~2025, and, accordingly, by letter dated September 12, 2025, the Staff notified the Company that~~ this matter ~~would~~serves ~~serve~~ as an additional basis for delisting, sothe itCompany’s ~~would~~securities ~~need~~from toThe ~~address it before the~~ Nasdaq Stock ~~Hearing Panel (the “Panel”)~~Market.

On ~~September~~ 18October 7, 2025, (the ~~Company~~“October ~~filed~~Letter”) the aCompany ~~Current Report on Form 8-K and issued a press release disclosing that it had~~ received aformal ~~notice on~~notification ~~September 12, 2025,~~ from the Staff that itthe ~~had~~Nasdaq ~~failed~~Hearings toPanel ~~regain~~(the ~~compliance~~“Panel”) ~~under~~will ~~Bid~~consider ~~Price Rule, so~~ this matter in ~~was~~rendering ana ~~additional basis~~determination ~~for~~regarding ~~delisting.~~the ~~The~~ Company’s iscontinued ~~clarifying~~listing ~~that~~on ~~since~~The itNasdaq ~~was~~Global ~~not~~Market. ~~current~~The inOctober ~~filing~~Letter ~~its~~provided that ~~Form~~pursuant ~~10-Q~~to ~~for~~Listing ~~the~~Rule ~~period ended June 30~~5810(d), ~~2025, and~~the ~~Form~~Company ~~10-K~~should ~~for~~present ~~the~~its ~~fiscal~~views ~~year~~with ~~ended~~respect ~~March~~to ~~31,~~this ~~2025~~additional ~~under~~deficiency ~~Nasdaq~~at ~~Listing~~its ~~Rule~~Panel ~~5250(c)(1)~~hearing. If (the ~~“Reports~~Company ~~Rule”),~~fails ~~this~~to ~~matter was~~address ~~also~~the ~~included~~aforementioned asissue, anthe ~~additional~~Panel ~~basis~~will ~~for~~consider ~~delisting in~~ the ~~September~~record ~~12,~~as ~~2025~~presented ~~notice.~~at ~~Therefore,~~ the ~~Company~~hearing ~~needs~~and towill ~~address its~~make ~~non-compliance~~its ~~with~~determination ~~the~~based ~~Reports~~upon ~~Rule~~that ~~with the Panel~~information.

~~The~~As ~~Company~~previously ~~has~~disclosed, ~~requested~~on aMarch ~~hearing~~5, ~~before~~2025, the ~~Panel,~~Company ~~which~~received ~~has~~written ~~stayed~~notice ~~the~~from ~~suspension~~Staff ofwhich notified the Company’s ~~Common~~that, ~~Stock~~ for athe ~~period of~~previous 30 15consecutive business days. Inprior ~~connection~~to ~~with~~the ~~this~~date ~~request,~~of the ~~Company~~MVLS ~~also~~Notice, ~~requested~~the anCompany’s ~~extended~~market ~~stay~~value of ~~any~~listed ~~further~~securities ~~action pending the hearing~~ (~~the~~ “~~Additional Stay~~MVLS”) closed ~~due~~below ~~to its non-compliance with~~ the ~~Reports Rule. At the hearing~~$50,000,000 ~~the~~MVLS ~~Company~~threshold ~~will~~required ~~present~~for ~~its~~continued ~~plan to evidence compliance with all applicable~~ listing ~~criteria,~~on ~~including~~ the ~~MVLS~~Nasdaq ~~Rule,~~Global ~~the~~Market ~~Bid~~under ~~Price~~Nasdaq ~~Rule~~Listing ~~and the Reports~~ Rule, ~~and request~~5450(b)(2)(A) an(the ~~extension~~“MVLS ~~of time~~Rule”). ~~The~~In ~~Panel~~accordance ~~has~~with ~~the~~Nasdaq ~~authority~~Listing toRule ~~grant~~5810(c)(3)(C), the Company anwas ~~extension~~provided ofwith upa tocompliance period of 180 calendar days ~~from~~in ~~the~~which ~~date~~to ofregain ~~the~~compliance ~~Staff’s delist~~with ~~determination for~~ the MVLS ~~and~~continued ~~Bid~~listing ~~Price~~requirement, ~~Rules~~or ~~and~~until ~~360~~September ~~days~~1, ~~from the initial filing delinquency~~2025. The Company ~~is considering all~~ ~~options~~did ~~available~~not ~~to it to~~ regain compliance with the MVLS Rule, ~~the~~by ~~Bid~~September ~~Price~~1, ~~Rule~~2025, and, ~~the Reports Rule; however~~accordingly, ~~there~~by ~~can~~letter bedated noSeptember ~~assurance that~~2, 2025, the ~~Panel~~Staff ~~will grant~~ notified the Company’s ~~request for continued listing or~~ that ~~the~~its ~~Company~~securities ~~will~~were besubject ~~able~~ to ~~evidence~~delisting ~~compliance~~from ~~within the~~Nasdaq ~~period~~unless ofthe ~~time~~Company ~~that~~timely ~~may~~requests bea ~~granted~~hearing bybefore the Panel.

OnAs previously ~~October~~disclosed, 1on March 11, 2025, the Company ~~issued~~received awritten ~~press~~notice ~~release~~from ~~regarding~~Staff which notified the ~~clarification~~Company that the bid price ~~which~~of isits ~~filed~~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 ~~Exhibit~~required 99for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “Bid Price Rule”).1 ~~hereto~~In ~~and~~accordance iswith ~~incorporated~~Nasdaq ~~herein~~Listing Rule 5810(c)(3)(C), the Company was provided with a compliance period of 180 calendar days in which to regain compliance with the Bid Price Rule, or until September 8, 2025. The Company did not regain compliance with the Bid Price Rule by ~~reference~~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 Panel.

~~Item~~The 9Company has requested a hearing before the Panel, which has stayed the suspension of the Company’s Common Stock for a period of 15 days.01 ~~Financial~~In ~~Statements~~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 (the “Reports Rule”) as referenced in an additional basis for delisted dated September 12, 2025, since it has not filed its Form 10-Q for the period ended June 30, 2025 and ~~Exhibits~~Form 10-K for the period ended March 31, 2025. At the hearing, the Company will present its plan to evidence compliance with all applicable listing criteria, including the MVPHS Rule, 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 MVPHS, 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 MVPHS Rule, 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.

~~(d) Exhibits.~~SIGNATURES

Exhibit No.		Description
99.1		Press Release dated October 1, 2025
104		Cover page interactive data file

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.

SIGNATURES

	DIH HOLDING US, INC.

Date: October 8, 2025	By:	/s/ Jason Chen
		Jason Chen Chief Executive Officer and Chairman

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: October 1, 2025	By:	/s/ Jason Chen
		Jason Chen Chief Executive Officer and Chairman

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