UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 25, 2025, DIH Holding US, Inc. (the “Company” or “DIH”) held a Special Meeting (the “Special Meeting”). As of August 18, 2025, the record date set by the Company’s Board of Directors, there were 52,316,314 shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”) issued and entitled to be voted at the Special Meeting, of which 28,928,172 or approximately 55.29% of the total outstanding shares of common stock of DIH, were represented in person or by proxy; therefore, a quorum was present. The following proposals were presented at the Special Meeting:
Proposal 1: The New Debenture Nasdaq Proposal — to approve, as required by, and in accordance with Nasdaq Listing Rules 5635 (d), the potential issuance of more than 19.99% of the issued and outstanding Common Stock (upon conversion of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures) issued in connection with a private placement pursuant to Rule 506(b) of the Securities Act of 1933, as amended, and purchased by the purchaser identified in the Securities Purchase Agreement, dated August 7, 2025. Adoption of this proposal required approval by the affirmative vote of a majority of the issued and outstanding shares of Common Stock represented in person or by proxy and entitled to vote. This proposal was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||
| 21,242,805 | 348,845 | 1,915,866 | 5,420,656 |
Proposal 2: The Original Debenture Base Conversion Price Reduction Proposal—to approve a reduction of the base conversion price of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures and related common stock purchase warrants issued in connection with a private placement pursuant to Rule 506(b) of the Securities Act of 1933, and purchased by the purchaser identified in the Securities Purchase Agreement, dated June 6, 2024 (the “Original Debentures Securities Purchase Agreement”). Adoption of this proposal required approval by the affirmative vote of a majority of shares present and entitled to vote in person or by proxy. This proposal was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||
| 20,749,300 | 839,940 | 1,918,276 | 5,420,656 |
Proposal 3: The Original Debenture Additional Investment Right Amendment Proposal – to approve an amendment to Section 4.17(b) of the Original Debentures Securities Purchase Agreement to reduce the price at which such additional investments may be made and extend the deadline for exercising the right. Adoption of this proposal required approval by the affirmative vote of a majority of shares present and entitled to vote in person or by proxy. This proposal was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||
| 20,752,726 | 839,524 | 1,915,266 | 5,420,656 |
Proposal 4: The Reverse Stock Split Proposal — to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation dated February 7, 2024, to effect a reverse stock split of the Company’s Common Stock. Adoption of this proposal required approval by the affirmative vote of a majority of shares present and entitled to vote in person or by proxy. This proposal was approved. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||
| 26,243,469 | 769,701 | 1,915,002 | 0 |
Proposal 5: The Adjournment Proposal
The Adjournment Proposal was not voted upon because there were sufficient votes to approve the foregoing proposals.
Item 9.01. Financial Statements and Exhibits.
(a)-(b) Financial Statements.
(c) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (Formatted in Inline XBRL) |
| 2 |
SIGNATURE
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.
| Dated: September 26, 2025 | DIH HOLDING US, INC. | |
| By: | /s/ Jason Chen | |
| Name: | Jason Chen | |
| Title: | Chief Executive Officer and Chairman | |
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