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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): January 31, 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 7.01 Regulation FD Disclosure
On January 31, 2025 and February 3, 2025, the Company issued press releases announcing the pricing and the closing of a best-efforts public offering (the “Offering”) of 5,937,100 common units, each consisting of one share of common stock, par value $0.0001 per share (“Common Stock”) and one Class A warrant (“Class A Warrant”) to purchase one share of Common Stock at a purchase price of $0.7832 per unit. A copy of each of the press releases is furnished herewith as Exhibit 99.1 and 99.2, respectively.
Forward-Looking Statements and Disclaimer
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “believe,” “may,” and “will,” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Release dated January 31, 2025 | |
| 99.2 | Release dated February 3, 2025 | |
| 104 | Cover Page Interactive Data File (Formatted in Inline XBRL) |
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: | February 3, 2025 | By: | /s/ Jason Chen |
|
Jason Chen Chief Executive Officer and Chairman |
Exhibit 99.1
DIH Announces Pricing of $4.6 Million Public Offering
NORWELL, Mass., Jan. 31, 2025 (GLOBE NEWSWIRE) — DIH Holding US, Inc. (“DIH” or the “Company”) (NASDAQ: DHAI), a global provider of advanced robotic devices used in rehabilitation, which incorporate visual stimulation in an interactive manner to enable clinical research and intensive functional rehabilitation and training in patients with walking impairments, reduced balance and/or impaired arm and hand functions, today announced the pricing of its public offering of an aggregate of 5,937,100 units at a public offering price of $0.7832 per unit. Each unit consists of one share of Class A common stock (or pre-funded warrant in lieu thereof) and one Class A warrant to purchase one share of Class A common stock. The Class A warrants will have an exercise price of $0.7832 per share, will be exercisable immediately upon issuance, and will expire on the five-year anniversary of the original issuance date. The shares of Class A common stock (or pre-funded warrants) and the Class A warrants comprising the units are immediately separable and will be issued separately in this offering. The closing of the offering is expected to occur on or about February 3, 2025, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent for the offering.
The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $4.6 million. The Company intends to use the net proceeds from this offering for capital expenditures, working capital, and general corporate purposes.
The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-283853), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 31, 2025. The offering is being made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About DIH Holding US, Inc.
DIH stands for the vision to “Deliver Inspiration & Health” to improve the daily lives of millions of people with disabilities and functional impairments through providing devices and solutions enabling intensive rehabilitation. DIH is a global provider of advanced robotic devices used in physical rehabilitation, which incorporate visual stimulation in an interactive manner to enable clinical research and intensive functional rehabilitation and training in patients with walking impairments, reduced balance and/or impaired arm and hand functions. Built through the mergers of global-leading niche technology providers, DIH is a transformative rehabilitation solutions provider and consolidator of a largely fragmented and manual-labor-driven industry.
Caution Regarding Forward-Looking Statements
This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the services offered by DIH and the markets in which it operates, and DIH’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; those factors identified in our “Risk Factors” included in the Form S-1 for this offering and in our periodic filings with the SEC; the ability of DIH to achieve its projected revenue, and its continued access to sources of additional debt or equity capital if needed. While DIH may elect to update these forward-looking statements at some point in the future, DIH specifically disclaims any obligation to do so.
Investor Contact
Greg Chodaczek
Investor.relations@dih.com
Exhibit 99.2
DIH Announces Closing of $4.6 Million Public Offering
NORWELL, Mass., Feb. 3, 2025 (GLOBE NEWSWIRE) — DIH Holding US, Inc. (“DIH” or the “Company”) (NASDAQ: DHAI), a global provider of advanced robotic devices used in rehabilitation, which incorporate visual stimulation in an interactive manner to enable clinical research and intensive functional rehabilitation and training in patients with walking impairments, reduced balance and/or impaired arm and hand functions, today announced the closing of its previously announced public offering of an aggregate of 5,937,100 units at a public offering price of $0.7832 per unit. Each unit consists of one share of Class A common stock and one Class A warrant to purchase one share of Class A common stock. The Class A warrants will have an exercise price of $0.7832 per share, are exercisable immediately upon issuance, and will expire on the five-year anniversary of the original issuance date. The shares of Class A common stock and the Class A warrants comprising the units are immediately separable and were issued separately in this offering.
Maxim Group LLC acted as the sole placement agent for the offering.
The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $4.6 million. The Company intends to use the net proceeds from this offering for capital expenditures, working capital, and general corporate purposes.
The securities described above were offered pursuant to a registration statement on Form S-1, as amended (File No. 333-283853), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 31, 2025. The offering was made only by means of a prospectus which forms a part of the effective registration statement. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About DIH Holding US, Inc.
DIH stands for the vision to “Deliver Inspiration & Health” to improve the daily lives of millions of people with disabilities and functional impairments through providing devices and solutions enabling intensive rehabilitation. DIH is a global provider of advanced robotic devices used in physical rehabilitation, which incorporate visual stimulation in an interactive manner to enable clinical research and intensive functional rehabilitation and training in patients with walking impairments, reduced balance and/or impaired arm and hand functions. Built through the mergers of global-leading niche technology providers, DIH is a transformative rehabilitation solutions provider and consolidator of a largely fragmented and manual-labor-driven industry.
Caution Regarding Forward-Looking Statements
This press release contains certain statements which are not historical facts, which are forward-looking statements within the meaning of the federal securities laws, for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements include certain statements made with respect to the services offered by DIH and the markets in which it operates, and DIH’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions provided for illustrative purposes only, and projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; those factors identified in our “Risk Factors” included in the Form S-1 for this offering and in our periodic filings with the SEC; the ability of DIH to achieve its projected revenue, and its continued access to sources of additional debt or equity capital if needed. While DIH may elect to update these forward-looking statements at some point in the future, DIH specifically disclaims any obligation to do so.
Investor Contact
Greg Chodaczek
Investor.relations@dih.com