DIH Holding Seeks Shareholder Nod for Debenture Conversion, Reverse Split

TL;DR

**DIH is scrambling for cash, pushing through a reverse split and dilutive debenture conversions – get out now before your shares are worthless.**

AI Summary

DIH Holding US, Inc. is convening a Special Meeting on September 25, 2025, to address critical financial and corporate governance matters. The company seeks stockholder approval for the potential issuance of over 19.99% of its Class A Common Stock upon conversion of new 8% Original Issue Discount Senior Secured Convertible Debentures, issued in a private placement on August 7, 2025, for gross proceeds of $2.0 million. This issuance involves 8,888,888 shares at an initial conversion price of $0.25 per share. Additionally, DIH proposes to reduce the base conversion price of its Original Debentures from June 6, 2024, and amend the related additional investment right to lower the price and extend the exercise deadline. A significant proposal is the approval of a reverse stock split to amend the company's Amended and Restated Certificate of Incorporation dated February 7, 2024. These actions are primarily aimed at facilitating financing and maintaining Nasdaq listing compliance, with the Board unanimously recommending 'FOR' all proposals.

Why It Matters

This DEF 14A filing is crucial for DIH Holding US, Inc. investors as it outlines proposals directly impacting share structure and potential dilution. Approving the issuance of over 19.99% of Class A Common Stock for the new debentures could significantly dilute existing shareholders, while the reverse stock split aims to boost share price, potentially to maintain Nasdaq listing compliance. The reduction in conversion prices for both new and original debentures, alongside extending additional investment rights, suggests a need for capital and a willingness to offer more favorable terms to investors, potentially signaling financial strain. Competitors in the medical device or rehabilitation technology sector, where DIH operates, will be watching to see if these moves stabilize the company or indicate deeper financial challenges.

Risk Assessment

Risk Level: high — The company is proposing to issue more than 19.99% of its outstanding Class A Common Stock upon conversion of new debentures, which represents significant potential dilution for existing shareholders. Furthermore, the proposal to reduce the base conversion price of existing debentures and related warrants, along with amending additional investment rights to reduce the price and extend the deadline, suggests a need to make terms more attractive to investors, potentially indicating financial distress. The reverse stock split, while often used to maintain listing compliance, can also be a sign of a struggling stock price.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the debenture conversions and the implications of a reverse stock split on their holdings. Consider voting 'AGAINST' the dilutive proposals if you are concerned about your ownership percentage, and assess the company's long-term viability given these financing maneuvers.

Key Numbers

• $2.22M — Principal amount of New Debentures (Issued on August 7, 2025, for gross proceeds of $2.0 million)
• 8,888,888 — Shares convertible from New Debentures (Initial conversion shares at $0.25 per share)
• $0.25 — Initial conversion price of New Debentures (Subject to adjustment as set forth in the Debenture)
• 8% — Interest rate on New Debentures (Original Issue Discount Senior Secured Convertible Debentures)
• 19.99% — Threshold for Nasdaq Listing Rule 5635(d) (Potential issuance exceeds this percentage of Class A Common Stock)
• 52,316,314 — Shares of Common Stock outstanding (As of the Record Date, August 18, 2025)
• August 18, 2025 — Record Date for voting (Stockholders of record on this date are entitled to vote)
• $0.0001 — Par value per share (Class A common stock par value)
• February 1, 2026 — Warrant exercisability date (Warrant for 8,888,888 shares not exercisable until this date)
• February 7, 2024 — Date of Amended and Restated Certificate of Incorporation (Proposed amendment for reverse stock split)

Key Players & Entities

• DIH HOLDING US, INC. (company) — Registrant and company holding the Special Meeting
• Nasdaq Listing Rules 5635(d) (regulator) — Rule requiring stockholder approval for significant equity issuance
• Securities Act of 1933 (regulator) — Act governing private placements under Rule 506(b)
• Jason Chen (person) — Chairman and Chief Executive Officer of DIH Holding US, Inc.
• Board of Directors (person) — Unanimously recommends 'FOR' all proposals
• Securities and Exchange Commission (regulator) — Regulator for proxy statement rules
• Delaware General Corporation Law (regulator) — Law governing dissenters' rights for Delaware corporations
• August 7, 2025 (date) — Date of Securities Purchase Agreement for New Debentures
• June 6, 2024 (date) — Date of Securities Purchase Agreement for Original Debentures
• September 25, 2025 (date) — Date of the Special Meeting

FAQ

Risk Factors

• Dilution from Convertible Debentures [high — financial]: The company is seeking approval to issue over 19.99% of its Class A Common Stock upon conversion of new 8% Original Issue Discount Senior Secured Convertible Debentures. These debentures, issued for $2.0 million, are convertible into 8,888,888 shares at an initial price of $0.25 per share. This potential dilution could significantly impact existing shareholders' ownership percentage and the value of their holdings.
• Nasdaq Listing Compliance [high — regulatory]: The proposed issuance of over 19.99% of common stock requires stockholder approval under Nasdaq Listing Rule 5635(d). Failure to secure this approval could jeopardize the company's Nasdaq listing status, which is a critical component for its trading and access to capital markets.
• Reverse Stock Split Impact [medium — financial]: A reverse stock split is proposed to amend the company's Certificate of Incorporation. While intended to meet listing requirements or improve stock price perception, reverse splits can sometimes be perceived negatively by the market and may not address underlying business performance issues.
• Debt Restructuring and Conversion Price Adjustments [medium — financial]: The company is proposing to reduce the base conversion price of existing debentures and amend related investment rights. These actions, while aimed at facilitating financing, introduce complexity and potential for further equity dilution or changes in debt terms, impacting financial structure.

Industry Context

DIH Holding US, Inc. operates in a sector that often relies on access to capital for growth and operational needs. Companies in this space frequently engage in financing activities, including debt issuance and equity adjustments, to manage liquidity and meet regulatory requirements. The competitive landscape likely involves other companies seeking similar capital infusions, making efficient financial structuring and investor confidence crucial.

Regulatory Implications

The company faces significant regulatory hurdles, particularly concerning Nasdaq listing rules. The proposed issuance of over 19.99% of its stock requires explicit shareholder approval under Nasdaq Rule 5635(d). Furthermore, the reverse stock split is often a measure taken to comply with minimum bid price requirements, highlighting ongoing scrutiny of the company's financial health and market standing.

What Investors Should Do

1. Vote 'FOR' Proposal 1 (New Debenture Nasdaq Proposal) to approve the potential issuance of shares upon conversion of new debentures, which is necessary for the company to secure financing and maintain Nasdaq compliance.
2. Vote 'FOR' Proposal 2 (Original Debenture Base Conversion Price Reduction Proposal) and Proposal 3 (Original Debenture Additional Investment Right Amendment Proposal) to approve amendments to existing debenture terms, which are part of the company's broader financing strategy.
3. Vote 'FOR' Proposal 4 (Reverse Stock Split Proposal) to approve an amendment to the Certificate of Incorporation, which is a key step for the company to potentially meet listing requirements or improve its stock's marketability.
4. Review the proxy statement carefully to understand the full implications of each proposal, especially regarding potential dilution and the impact of the reverse stock split on share value and ownership.

Key Dates

• 2025-09-25: Special Meeting of Stockholders — Stockholders will vote on critical proposals including new debenture issuance, conversion price adjustments, and a reverse stock split, which are vital for financing and Nasdaq compliance.
• 2025-08-07: Issuance of New Debentures — The company issued $2.0 million in 8% Original Issue Discount Senior Secured Convertible Debentures, leading to the current need for stockholder approval for potential share issuance.
• 2024-06-06: Issuance of Original Debentures — The company issued Original Debentures with associated warrants, which are now subject to proposed amendments regarding their conversion price and investment rights.
• 2025-08-18: Record Date for Special Meeting — Establishes the list of stockholders entitled to vote at the Special Meeting on September 25, 2025.
• 2024-02-07: Date of Amended and Restated Certificate of Incorporation — This document is proposed to be amended to effect a reverse stock split.
• 2026-02-01: Warrant Exercisability Date — The warrant for 8,888,888 shares issued in connection with the new debentures is not exercisable until this date.

Glossary

DEF 14A

A Schedule 14A filing, also known as a Proxy Statement, is a document filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies when they solicit shareholder votes. (This document outlines the proposals to be voted on at the Special Meeting and provides detailed information for shareholders to make informed decisions.)

Original Issue Discount (OID)

A type of debt instrument where the bond is sold for less than its face value (par value). The difference between the purchase price and the face value is considered 'interest' that accrues over the life of the bond. (The 'New Debentures' and 'Original Debentures' are described as Original Issue Discount Senior Secured Convertible Debentures, indicating a portion of their return is embedded in the discount rather than periodic cash interest payments.)

Convertible Debentures

Bonds that can be converted into a predetermined amount of the issuing company's stock or other equity securities. (The company is proposing the issuance of new convertible debentures and amendments to existing ones, which have the potential to significantly increase the number of outstanding shares upon conversion.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (DIH Holding US, Inc. is proposing a reverse stock split to amend its Certificate of Incorporation, likely to meet stock price requirements for listing or to improve market perception.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for the issuance of securities in connection with an acquisition or in any transaction or series of transactions, if the number of shares of common stock to be issued is, or may be, in excess of 20% of the outstanding common stock or 20% of the voting power outstanding before the issuance. (The company needs stockholder approval for the potential issuance of over 19.99% of its Class A Common Stock upon conversion of the new debentures, directly invoking this rule.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore direct year-over-year financial metric comparisons are not available. The focus is on upcoming proposals related to financing and corporate structure adjustments, including a new debenture issuance and a reverse stock split, rather than historical performance trends.

Key Financial Figures

• $0.0001 — of our Class A common stock, par value $0.0001 per share (the “Common Stock&rdqu
• $2,222,222 — stor agreed to purchase an aggregate of $2,222,222 in principal amount of 8% Original Issu
• $0.25 — uo;), at an initial conversion price of $0.25 (the “ Conversion Price ”)
• $2.0 million — ce ”) for total gross proceeds of $2.0 million. The Conversion Price is subject to adj

Filing Documents

• formdef14a.htm (DEF 14A) — 322KB
• formdef14a_001.jpg (GRAPHIC) — 2KB
• 0001493152-25-012324.txt ( ) — 326KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 DIH HOLDING US, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. DIH HOLDING US, INC. 77 Accord Drive, Suite D-1 Norwell, MA 02061 August 26, 2025 To our Stockholders: You are cordially invited to attend a special meeting (the “Special Meeting”) of the stockholders of DIH Holding US, Inc. (the “Company,” “DIH,” “we,” “us” or “our”) on September 25, 2025, at 11:00 a.m., ET. Stockholders will NOT be able to attend the Special Meeting in-person. This proxy statement includes instructions on how to access the Special Meeting and how to listen and vote from any location with Internet connectivity. The Company will be holding the Special Meeting in a virtual meeting format at https://www.cstproxy.com/dih/sm2025 and via teleconference using the following dial-in information: Telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free) Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 6075702# At the Special Meeting, stockholders will vote on the following: 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 Class A Common Stock (the “ Common Stock ”) upon conversion of the Company’s 8% Original Issue Discount Senior Secured Convertible Debentures (the “New 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. We refer to this proposal as the “ New Debenture Nasdaq 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 (the “ Original 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 ”). We refer to this proposal as the “ Original Debenture Base Conversion Price Reduction 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. We refer to this proposal as the “ Additional Investment Right Amendment 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 Class A Common Stock. We refer to this proposal as the “ Reverse Stock Split Proposal ”); 5. The Adjournment Proposal —  to transact such other business as may properly be brought before the Special Meeting or any adjournment or postponement thereof. We refer to this proposal as the “ Adjournment Proposal ”. The notice of the Special Meeting from our Board of Directors is first being mailed to stockholders on or about August 26, 2025. DIH Holding US, Inc. 77 Accord Drive, Suite D-1 Norwell, MA 02061 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held September 25, 2025 The Special Meeting of Stockholders (the “ Special Meeting ”) of DIH Holding US, Inc. (the “Company,” “DIH,” “we,” “us” or “our”) will be held September 25, 2025, at 11:00 a.m. ET. Stockholders will NOT be able to attend the Special Meeting in-person. The proxy statement includes instructions on how to access the Special Meeting and how to listen and vote fro

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