8-K: DIH Holding Faces Nasdaq Delisting Over Multiple Violations

DIH Holding US, Inc. received an additional Nasdaq delisting notice for failing to meet bid price, market value, and timely filing requirements.

Summary

• DIH Holding US, Inc. (DHAI) received a notice on September 12, 2025, from Nasdaq regarding an additional basis for delisting due to non-compliance with the Bid Price Rule.
• The company failed to regain compliance with Nasdaq's Bid Price Rule, which requires a minimum bid price of $1.00 per share, by the September 8, 2025 deadline.
• Previously, on September 2, 2025, Nasdaq notified the company of delisting risk for not being 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 Reports Rule).
• The company also failed to regain compliance with the minimum $50,000,000 Market Value of Listed Securities (MVLS) threshold, with its grace period expiring on September 1, 2025.
• DIH has requested a hearing before the Nasdaq Hearing Panel, which has temporarily stayed the suspension of its Common Stock for 15 days.
• The company will present a plan to regain compliance with all applicable listing criteria (MVLS, Bid Price, and Reports Rules) and request an extension of time.
• The Panel has the authority to grant extensions of up to 180 days for MVLS and Bid Price Rules, and 360 days from the initial filing delinquency for the Reports Rule.

Sentiment

Score: 2

Explanation: The company faces severe and multiple non-compliance issues with Nasdaq listing rules, leading to a high risk of delisting. While a hearing has been requested, there is no assurance of a positive outcome, indicating a highly negative outlook.

Negatives

• Failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days by the September 8, 2025 compliance date.
• Did not timely file its Form 10-Q for the period ended June 30, 2025, and Form 10-K for the fiscal year ended March 31, 2025.
• Failed to regain compliance with the minimum $50,000,000 Market Value of Listed Securities (MVLS) threshold by September 1, 2025.

Risks

• There is no assurance that the Nasdaq Hearing Panel will grant the company's request for continued listing.
• The company may not be able to evidence compliance with all Nasdaq listing rules within any granted extension period.
• Potential delisting of Class A Common Stock and Warrants from The Nasdaq Stock Market LLC, leading to reduced liquidity and market visibility.
• General economic, political, and business conditions could negatively impact the company's ability to regain compliance.
• Failure to achieve projected revenue or realize anticipated benefits from its business combination.
• Difficulty in accessing sources of additional debt or equity capital if needed.

Future Outlook

The company plans to present a comprehensive plan to the Nasdaq Hearing Panel to demonstrate compliance with all listing criteria, including the MVLS Rule, Bid Price Rule, and Reports Rule, and will request an extension of time. However, there is no guarantee that the Panel will grant the request or that the company will successfully regain compliance within any granted period.

Management Comments

• Jason Chen, Chief Executive Officer and Chairman, signed the report on behalf of DIH Holding US, Inc.

Industry Context

DIH Holding US, Inc. operates in the global market for advanced robotic devices in physical rehabilitation. The current delisting issues could severely impact its ability to raise capital, maintain investor confidence, and execute its strategy as a consolidator in a fragmented, manual-labor-driven industry, potentially hindering its vision to 'Deliver Inspiration & Health'.

Stakeholder Impact

• Shareholders face significant risk of delisting, which could lead to reduced liquidity, difficulty in trading shares, and a potential decrease in share value.
• Investors face increased uncertainty regarding the company's future listing status and financial stability.
• Employees may face uncertainty regarding the company's long-term viability and strategic direction.

Next Steps

• Attend a hearing before the Nasdaq Hearing Panel to appeal the delisting determination.
• Present a plan to the Panel to evidence compliance with the MVLS Rule, Bid Price Rule, and Reports Rule.
• Request an extension of time from the Panel to regain compliance with Nasdaq listing requirements.
• Consider all available options to regain compliance with Nasdaq listing rules.

Key Dates

Recommendation

The company faces multiple, severe non-compliance issues with Nasdaq listing rules, including bid price, market value, and timely financial reporting. These issues collectively present an extremely high risk of delisting, which would significantly impair liquidity and likely lead to a substantial decline in share price. While a hearing is pending, the probability of successfully addressing all deficiencies and securing continued listing is low, making the stock a high-risk investment with significant downside potential.

Keywords

Nasdaq delisting, Bid Price Rule, MVLS Rule, Reports Rule, Form 10-Q, Form 10-K, compliance, DIH Holding US, DHAI, rehabilitation devices