[Executive Summary & Recent Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Recent%20Highlights) This section outlines DIH Holding US, Inc.'s core business, recent achievements, and the CEO's statement on strategic direction and NASDAQ listing [Company Overview](index=1&type=section&id=Company%20Overview) DIH Holding US, Inc. is a global leader in advanced robotic rehabilitation equipment, providing solutions for patients with mobility, balance, or arm function impairments through interactive visual stimulation technology - DIH Holding US, Inc. is a global leader in advanced robotic rehabilitation equipment, focusing on providing rehabilitation training for patients with mobility, balance, or arm function impairments through interactive visual stimulation technology[1](index=1&type=chunk)[23](index=23&type=chunk) - The company aims to be a transformative rehabilitation solution provider, integrating a highly fragmented and labor-intensive industry[23](index=23&type=chunk) [Recent Business Highlights & CEO Statement](index=1&type=section&id=Recent%20Business%20Highlights%20%26%20CEO%20Statement) DIH's Chairman and CEO Jason Chen emphasized the company's commitment to innovation, value creation for patients and providers, and operational discipline, while awaiting a NASDAQ hearing panel decision on its listing status - CEO Jason Chen stated DIH is committed to driving innovation, creating value for patients and healthcare providers, and advancing key strategic initiatives while maintaining operational discipline[3](index=3&type=chunk) - The company is awaiting the NASDAQ hearing panel's decision regarding its listing status, following a hearing held on October 16, 2025[3](index=3&type=chunk) [Financial Performance - Fiscal Year 2025](index=1&type=section&id=Financial%20Performance%20-%20Fiscal%20Year%202025) This section details DIH's full-year financial results for fiscal year 2025, including revenue, gross profit, operating expenses, and cash position [Full Year Financial Overview](index=1&type=section&id=Full%20Year%20Financial%20Overview) For the fiscal year ended March 31, 2025, DIH's total revenue slightly decreased by 2.5% to $62.9 million, gross profit increased by 8.2% to $32.2 million, but operating loss expanded to $7.0 million, net loss was $8.7 million, and operating cash flow was negative $4.1 million | Metric | FY2025 (million USD) | FY2024 (million USD) | Y-o-Y Change (%) | | :-------------------- | :-------------------- | :-------------------- | :----------- | | Revenue | 62.9 | 64.5 | -2.5% | | Equipment Revenue | 49.7 | N/A | -2.8% | | Service Revenue | 12.0 | N/A | +8.4% | | Operating Cash Flow | -4.1 | 5.2 | -179.8% | | Metric | FY2025 (thousand USD) | FY2024 (thousand USD) | Y-o-Y Change (%) | | :-------------------- | :-------------------- | :-------------------- | :----------- | | Gross Profit | 32,214 | 29,771 | +8.2% | | Operating Loss | (7,024) | (2,614) | -168.7% | | Net Loss | (8,676) | (8,443) | -2.7% | [Revenue Analysis (FY2025)](index=1&type=section&id=Revenue%20Analysis%20(FY2025)) Total revenue for FY2025 decreased by 2.5%, primarily due to a shift in product mix towards lower average selling price products, partially offset by price increases implemented in FY2024, with foreign exchange rates having a minor adverse impact - Total revenue decline was primarily attributed to a product mix shift, with customers purchasing a similar number of devices but at a **lower average selling price**[4](index=4&type=chunk) - Service revenue slightly increased as the company continued to focus on expanding its service division in established regions[4](index=4&type=chunk) - Foreign exchange rate changes had an adverse impact of approximately **$0.2 million** on net sales for FY2025, primarily driven by Euro valuation fluctuations[5](index=5&type=chunk) [Gross Profit Analysis (FY2025)](index=1&type=section&id=Gross%20Profit%20Analysis%20(FY2025)) Gross profit for FY2025 increased by 8.2% to $32.2 million, driven by a $4.1 million reduction in cost of sales, primarily due to a $5.3 million lower equipment cost base from product mix changes and reduced inventory provisions | Metric | FY2025 (million USD) | FY2024 (million USD) | Y-o-Y Change (%) | | :----- | :-------------------- | :-------------------- | :----------- | | Gross Profit | 32.2 | 29.8 | +8.2% | - Gross profit growth was primarily driven by a **$4.1 million reduction in cost of sales**, including **$5.3 million** from a lower equipment cost base due to product mix changes and reduced inventory provisions in the current fiscal year[6](index=6&type=chunk) [Operating Expenses (FY2025)](index=1&type=section&id=Operating%20Expenses%20(FY2025)) Total operating expenses for FY2025 amounted to $39.2 million, a significant increase from the prior year, primarily due to higher selling, general and administrative expenses, increased R&D costs, and a $2.2 million impairment loss on long-lived assets | Metric | FY2025 (thousand USD) | FY2024 (thousand USD) | Y-o-Y Change (%) | | :-------------------- | :-------------------- | :-------------------- | :----------- | | Selling, General & Administrative Expenses | 29,982 | 25,776 | +16.3% | | Research & Development Expenses | 7,096 | 6,609 | +7.4% | | Impairment of Long-Lived Assets | 2,160 | 0 | N/A | [Selling, General & Administrative (SG&A)](index=1&type=section&id=Selling,%20General%20%26%20Administrative%20(SG%26A)) SG&A expenses increased by 16.3% to $30.0 million, mainly due to a $1.9 million increase in personnel costs (including performance-based compensation, salary increases, and headcount additions) and a $0.5 million increase in share-based compensation, alongside a $1.1 million impairment of related party receivables - SG&A expenses increased by **$1.9 million** in personnel costs, including performance-based compensation, salary increases, and headcount additions, along with **$0.5 million** in share-based compensation expenses[7](index=7&type=chunk) - An impairment of **$1.1 million** for related party receivables was recognized in FY2025 due to the settlement of related party balances[7](index=7&type=chunk) [Research & Development (R&D)](index=1&type=section&id=Research%20%26%20Development%20(R%26D)) R&D costs increased by 7.4% to $7.1 million, primarily driven by higher software costs - R&D costs increased by **7.4%** to **$7.1 million**, primarily due to higher software costs[8](index=8&type=chunk) [Impairment Losses](index=1&type=section&id=Impairment%20Losses) Impairment losses of $2.1 million were recognized in FY2025, including $0.6 million from discontinuing SafeGait product development and commercialization, and $1.5 million from ceasing capitalized software development related to the HocoNet platform, with no such impairments in FY2024 | Impairment Type | FY2025 (million USD) | FY2024 (million USD) | | :--------- | :-------------------- | :-------------------- | | SafeGait Product | 0.6 | 0.0 | | HocoNet Platform Software | 1.5 | 0.0 | | **Total** | **2.1** | **0.0** | [Cash and Cash Equivalents (FY2025)](index=1&type=section&id=Cash%20and%20Cash%20Equivalents%20(FY2025)) Cash and cash equivalents totaled $1.9 million as of March 31, 2025, a decrease from $3.2 million in the prior year, reflecting negative cash flow from operating activities during the fiscal year | Metric | As of March 31, 2025 (million USD) | As of March 31, 2024 (million USD) | Y-o-Y Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :----------- | | Cash and Cash Equivalents | 1.9 | 3.2 | -39.8% | [Financial Performance - Fourth Quarter 2025](index=2&type=section&id=Financial%20Performance%20-%20Fourth%20Quarter%202025) This section presents DIH's financial results for the fourth quarter of fiscal year 2025, covering revenue, gross profit, operating expenses, and net loss [Q4 Financial Overview](index=2&type=section&id=Q4%20Financial%20Overview) In Q4 FY2025, DIH's revenue decreased by 34.7% year-over-year to $12.6 million, and gross profit declined by 30.4% to $6.0 million, resulting in significant operating and net losses despite a decrease in selling, general and administrative expenses | Metric | Q4 2025 (thousand USD) | Q4 2024 (thousand USD) | Y-o-Y Change (%) | | :-------------------- | :------------------ | :------------------ | :----------- | | Revenue | 12,648 | 19,357 | -34.7% | | Gross Profit | 5,966 | 8,566 | -30.4% | | Operating Loss | (5,367) | (1,486) | -261.2% | | Net Loss | (4,404) | (6,015) | +26.8% | [Revenue Analysis (Q4 2025)](index=2&type=section&id=Revenue%20Analysis%20(Q4%202025)) Q4 FY2025 revenue decreased by 34.7%, primarily due to lower equipment sales volume in the EMEA region, impacted by wartime import restrictions from the Russia-Ukraine conflict, with foreign exchange rates also contributing a minor adverse effect | Metric | Q4 2025 (million USD) | Q4 2024 (million USD) | Y-o-Y Change (%) | | :----- | :------------------ | :------------------ | :----------- | | Revenue | 12.6 | 19.4 | -34.7% | - Equipment revenue decline was primarily driven by reduced sales volume in the EMEA region, where a key sales partner was impacted by wartime import restrictions[11](index=11&type=chunk) - Foreign exchange rate changes had a minor adverse impact of approximately **$0.3 million** on net sales[12](index=12&type=chunk) [Gross Profit Analysis (Q4 2025)](index=2&type=section&id=Gross%20Profit%20Analysis%20(Q4%202025)) Gross profit for Q4 FY2025 decreased by 30.4% to $6.0 million, directly related to changes in the product mix | Metric | Q4 2025 (million USD) | Q4 2024 (million USD) | Y-o-Y Change (%) | | :----- | :------------------ | :------------------ | :----------- | | Gross Profit | 6.0 | 8.6 | -30.4% | - The decrease in gross profit was directly related to changes in the product mix[12](index=12&type=chunk) [Operating Expenses (Q4 2025)](index=2&type=section&id=Operating%20Expenses%20(Q4%202025)) Total operating expenses for Q4 FY2025 were $11.3 million, an increase from the prior year, with SG&A decreasing due to non-recurring transaction costs and efficiency gains, offset by related party receivables impairment and increased compensation, while R&D remained stable and $2.1 million in impairment losses were recognized | Metric | Q4 2025 (thousand USD) | Q4 2024 (thousand USD) | Y-o-Y Change (%) | | :-------------------- | :------------------ | :------------------ | :----------- | | Selling, General & Administrative Expenses | 7,418 | 8,124 | -8.7% | | Research & Development Expenses | 1,755 | 1,928 | -9.0% | | Impairment of Long-Lived Assets | 2,160 | 0 | N/A | [Selling, General & Administrative (SG&A)](index=2&type=section&id=Selling,%20General%20%26%20Administrative%20(SG%26A)) SG&A expenses decreased by 8.7% to $7.4 million, primarily due to the absence of $1.4 million in business combination-related transaction costs from FY2024 and $0.7 million in cost reductions from efficiency improvements, partially offset by a $1.1 million impairment of related party receivables and $0.5 million in performance-based compensation and headcount additions - SG&A expenses decreased primarily due to the absence of **$1.4 million** in non-recurring transaction costs from FY2024 and **$0.7 million** in cost reductions from efficiency improvements[13](index=13&type=chunk) - The decrease was partially offset by a **$1.1 million** impairment of related party receivables and **$0.5 million** in performance-based compensation, salary increases, and headcount additions[13](index=13&type=chunk) [Research & Development (R&D)](index=2&type=section&id=Research%20%26%20Development%20(R%26D)) R&D expenses were $1.8 million, largely consistent with the prior year, with a slight decrease due to reduced personnel costs partially offset by increased depreciation and amortization expenses - R&D expenses were **$1.8 million**, largely consistent with the prior year, with a slight decrease due to reduced personnel costs partially offset by increased depreciation and amortization expenses[14](index=14&type=chunk) [Impairment Losses](index=2&type=section&id=Impairment%20Losses) Impairment losses of $2.1 million were recognized in Q4 FY2025, including $0.6 million from discontinuing SafeGait product development and commercialization, and $1.5 million from ceasing capitalized software development related to the HocoNet platform | Impairment Type | Q4 2025 (million USD) | Q4 2024 (million USD) | | :--------- | :------------------ | :------------------ | | SafeGait Product | 0.6 | 0.0 | | HocoNet Platform Software | 1.5 | 0.0 | | **Total** | **2.1** | **0.0** | [Subsequent Events](index=2&type=section&id=Subsequent%20Events) This section outlines significant events occurring after March 31, 2025, including debt and financing activities, corporate actions, and NASDAQ listing updates [Debt and Financing Activities](index=2&type=section&id=Debt%20and%20Financing%20Activities) After March 31, 2025, DIH settled deferred redemptions of original convertible notes by issuing Class A common stock and privately placed $2.2 million in senior secured convertible notes, with expected net proceeds of $1.9 million, maturing in September 2026 and subject to monthly redemptions starting October 2025 - The company amended its securities purchase agreement on May 29, 2025, settling deferred May 1, 2025, redemptions by issuing **1,540,277 shares** of Class A common stock[16](index=16&type=chunk) - On August 7, 2025, the company privately placed **$2.2 million** in senior secured convertible notes, with expected net proceeds of **$1.9 million**, and has funded **$1.4 million** in three tranches[17](index=17&type=chunk) - The newly issued convertible notes mature on September 21, 2026, are non-interest bearing for the first year, then bear **8% annual interest**, and require monthly redemptions of **$0.171 million** starting October 1, 2025, payable in cash or stock[18](index=18&type=chunk) [Corporate Actions & NASDAQ Listing](index=2&type=section&id=Corporate%20Actions%20%26%20NASDAQ%20Listing) DIH shareholders approved a 1-for-25 reverse stock split on September 25, 2025, effective October 20, 2025, reducing outstanding shares from approximately 52.3 million to 2.1 million, and the company entered an equity credit agreement with Five Narrow Lane, L.P. for up to $22.0 million, with a commitment fee of 2.5 million common shares refundable if NASDAQ listing is not retained - Company shareholders approved a **1-for-25 reverse stock split** on September 25, 2025, which became effective and began trading on NASDAQ on an adjusted basis on October 20, 2025[20](index=20&type=chunk)[21](index=21&type=chunk) - The reverse stock split reduced the number of issued and outstanding shares from approximately **52.3 million** to **2.1 million**[21](index=21&type=chunk) - On October 15, 2025, the company entered an equity credit agreement with Five Narrow Lane, L.P. to issue and sell up to **$22.0 million** of Class A common stock, not exceeding **10,458,031 shares** (19.99% of voting power or common stock outstanding)[22](index=22&type=chunk) - The upfront commitment fee for the equity credit agreement was **2,500,000 shares** of common stock and a prepaid warrant to purchase an additional **2,500,000 shares**, which will be returned to the company if it fails to maintain its NASDAQ listing[22](index=22&type=chunk) [Company Information](index=4&type=section&id=Company%20Information) This section provides an overview of DIH Holding US, Inc.'s mission and vision, along with important forward-looking statements and investor contact information [About DIH Holding US, Inc.](index=4&type=section&id=About%20DIH%20Holding%20US,%20Inc.) DIH Holding US, Inc. is dedicated to improving the daily lives of millions of patients with disabilities and functional impairments by providing advanced robotic equipment and solutions, aiming to be a transformative rehabilitation solution provider by integrating leading niche technology providers - DIH's vision is to 'Deliver Inspiration & Health' by providing advanced robotic rehabilitation equipment and solutions to improve the daily lives of millions of patients with disabilities and functional impairments[23](index=23&type=chunk) - The company aims to be a transformative rehabilitation solution provider by integrating global leading niche technology providers and consolidating a highly fragmented and labor-intensive industry[23](index=23&type=chunk) [Forward-Looking Statements & Investor Contact](index=4&type=section&id=Forward-Looking%20Statements%20%26%20Investor%20Contact) This press release contains forward-looking statements subject to various risks and uncertainties, where actual results may differ materially from expectations, and DIH disclaims any obligation to update these statements; investors can obtain more information via provided contact details - This press release contains forward-looking statements subject to risks and uncertainties, including economic, political, and business conditions, and the company's ability to achieve anticipated revenues, where actual results may differ materially from expectations[24](index=24&type=chunk) - DIH expressly disclaims any obligation to update these forward-looking statements in the future[24](index=24&type=chunk) - Investors can contact Greg Chodaczek at **332-895-3230** or via email at **Investor.relations@dih.com**[25](index=25&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) This section presents DIH's consolidated financial statements, including the balance sheets, statements of operations, comprehensive loss, and cash flows for the fiscal year 2025 [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, DIH's total assets decreased from $35.7 million in 2024 to $26.8 million, primarily due to reductions in cash, accounts receivable, inventory, and related party receivables, along with impairment of capitalized software and other intangible assets; total liabilities also decreased from $68.3 million to $63.9 million | Metric (thousand USD) | As of March 31, 2025 | As of March 31, 2024 | Change | | :-------------------------- | :------------------- | :------------------- | :----- | | Total Assets | 26,752 | 35,735 | (8,983) | | Total Liabilities | 63,887 | 68,281 | (4,394) | | Total Stockholders' Deficit | (37,135) | (32,546) | (4,589) | - Cash and cash equivalents decreased from **$3.225 million** to **$1.939 million**; net accounts receivable decreased from **$5.197 million** to **$3.249 million**; inventory decreased from **$7.830 million** to **$7.048 million**[27](index=27&type=chunk) - Net capitalized software decreased from **$2.131 million** to **zero**; net other intangible assets decreased from **$0.380 million** to **zero**[27](index=27&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For FY2025, DIH reported a net loss of $8.7 million, slightly higher than FY2024's $8.4 million; revenue decreased by 2.5%, but gross profit increased by 8.2%, while operating expenses significantly rose due to increased SG&A and impairment losses, leading to an expanded operating loss | Metric (thousand USD) | FY2025 | FY2024 | Change | | :-------------------------- | :------- | :------- | :----- | | Revenue | 62,864 | 64,473 | (1,609) | | Cost of Sales | 30,650 | 34,702 | (4,052) | | Gross Profit | 32,214 | 29,771 | 2,443 | | Operating Loss | (7,024) | (2,614) | (4,410) | | Net Loss | (8,676) | (8,443) | (233) | | Net Loss Per Share (Basic and Diluted) | (6.07) | (8.00) | 1.93 | [Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) DIH's comprehensive loss for FY2025 expanded to $10.5 million, compared to $8.1 million in FY2024, primarily due to a shift from foreign currency translation gains to losses and the impact of pension liability adjustments | Metric (thousand USD) | FY2025 | FY2024 | Change | | :-------------------------- | :-------- | :-------- | :------- | | Net Loss | (8,676) | (8,443) | (233) | | Other Comprehensive Income (Loss) | (1,787) | 339 | (2,126) | | Comprehensive Loss | (10,463) | (8,104) | (2,359) | - Foreign currency translation adjustments shifted from a **$1.455 million gain** in FY2024 to a **$1.300 million loss** in FY2025[31](index=31&type=chunk) - Pension liability adjustments changed from a **$1.116 million loss** in FY2024 to a **$0.487 million loss** in FY2025[31](index=31&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In FY2025, DIH's cash flow from operating activities shifted from a $5.2 million net inflow in FY2024 to a $4.1 million net outflow; investing activities continued to use cash, while financing activities turned from a $4.9 million net outflow in FY2024 to a $3.4 million net inflow in FY2025, mainly from proceeds of common stock, warrants, and convertible notes | Cash Flow Activities (thousand USD) | FY2025 | FY2024 | Change | | :-------------------------- | :------- | :------- | :------- | | Net Cash from Operating Activities | (4,144) | 5,192 | (9,336) | | Net Cash from Investing Activities | (536) | (202) | (334) | | Net Cash from Financing Activities | 3,393 | (4,945) | 8,338 | | Net (Decrease) Increase in Cash and Cash Equivalents | (1,314) | 50 | (1,364) | - Operating cash flow turned negative, primarily influenced by net loss, impairment of related party receivables, and impairment of long-lived assets[35](index=35&type=chunk) - Financing cash flow turned positive, mainly from proceeds from the issuance of common stock and warrants (**$3.911 million**) and proceeds from the issuance of convertible notes (**$3.109 million**)[35](index=35&type=chunk)

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) DIH Holding US, Inc. provides advanced robotic devices for physical rehabilitation, with revenue concentrated in EMEA and Americas, and recently underwent a partial corporate reorganization - DIH is a global provider of advanced robotic devices for physical rehabilitation, incorporating interactive visual stimulation for patients with walking impairments, reduced balance, and impaired arm/hand functions[17](index=17&type=chunk)[18](index=18&type=chunk) - On October 17, 2025, the company effected a one-for-twenty-five reverse stock split of its Class A common stock[19](index=19&type=chunk) - The Business Combination with ATAK closed on February 7, 2024, but a full corporate reorganization, including the transfer of Motek Group and Hocoma AG, was not completed due to a lien on DIH Hong Kong, leading to their exclusion from DIH's consolidated financial statements[34](index=34&type=chunk)[35](index=35&type=chunk) - DIH's target market includes Advanced Research Facilities (ARFs), Inpatient Rehabilitation Facilities (IRFs), and Outpatient Rehabilitation Facilities (ORFs), with a focus on North American and European markets[41](index=41&type=chunk)[42](index=42&type=chunk) - The global rehabilitation services market is estimated to be over **$255 billion**, driven by an aging population and increasing neurological disabilities, creating demand for technology-driven solutions[45](index=45&type=chunk)[46](index=46&type=chunk) - DIH's strategy focuses on expanding market leadership through innovation and selective acquisitions, leveraging its global platform to consolidate the fragmented rehabilitation market, and developing transformative total solutions[50](index=50&type=chunk)[51](index=51&type=chunk) - The company offers **14 robotic rehabilitation and interactive visual-stimulation systems** across three categories: upper extremity, lower extremity, and full body integrated intervention, aiming to be a product and technology leader in each[53](index=53&type=chunk) - DIH manufactures its Lokomat, Andago, Erigo, Armeo Power, Armeo Spring, and Armeo Senso devices in Switzerland, while C-Mill and research products are made in The Netherlands, and SafeGait products are manufactured in Leeds, Alabama[77](index=77&type=chunk)[78](index=78&type=chunk) - As of July 31, 2025, DIH employed **178 employees**, with approximately **81% located outside the U.S.**, emphasizing diversity, equity, and inclusion[82](index=82&type=chunk)[83](index=83&type=chunk) - DIH holds over **20 trademark families** registered in **18 countries**, totaling **411 registrations**, including key product names like Lokomat and Armeo, and owns several utility and design patents with expiration dates ranging from 2028 to 2047[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) Overview Corporate History Business Combination Organizational Structure Industry and Market Overview Our Strategy Core Product Overview Upper Extremity Product Categories Lower Extremity Product Categories The Total Solution Customer Overview Research Market Hospital Market Clinical Market Manufacturing and Supply Chain Manufacturing Supply Chain Facilities Human Capital Intellectual Property [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) DIH faces significant risks from incomplete reorganization, going concern doubts, product/market concentration, economic instability, regulatory hurdles, cybersecurity threats, and Nasdaq non-compliance - The planned corporate reorganization was not fully completed prior to the Business Combination, with Motekforce Link BV and Hocoma AG remaining outside DIH Holding US, Inc. due to a lien, creating uncertainty about future product supply and potential competitive risks[90](index=90&type=chunk)[91](index=91&type=chunk) - DIH has substantial doubt about its ability to continue as a going concern, evidenced by recurring net losses, negative operating cash flows, and an accumulated deficit of **$43.9 million** as of March 31, 2025[92](index=92&type=chunk) Revenue Concentration by Product Line (Fiscal Year Ended March 31, 2025) | Product Line | % of Revenue | | :------------- | :----------- | | LokoMat | >45% | | Erigo, Armeo, C-Mill, CAREN/Grail | 55% | Revenue Concentration by Geographic Region (Fiscal Year Ended March 31, 2025) | Region | % of Revenue | | :-------- | :----------- | | EMEA | ~80% | | Americas | ~80% | | APAC | Remaining | - The company is exposed to risks from global economic weakness, geopolitical factors (e.g., war in Ukraine, Israel and Palestine conflict), and foreign exchange fluctuations, particularly the Euro's depreciation against the US dollar, which could adversely affect revenue and profitability[96](index=96&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk) - DIH may need to raise additional capital through equity or debt financings, which could dilute existing shareholders and may not be secured on favorable terms, potentially forcing a curtailment of operations[102](index=102&type=chunk) - The market for robotics and interactive visual-stimulation smart rehabilitation systems is in an early growth stage, requiring significant market development efforts, and assumptions about its potential size and growth rate may not be realized[104](index=104&type=chunk) - DIH is subject to extensive medical device regulations in the US (FDA) and EU (MDR), with failure to obtain or maintain approvals, or comply with evolving requirements, potentially leading to marketing restrictions, recalls, fines, or delays[133](index=133&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) - The company is not in compliance with Nasdaq listing requirements (Market Value of Listed Securities, Market Value of Publicly Held Shares, $1.00 minimum bid-price, and delinquent periodic reports), facing potential delisting[175](index=175&type=chunk) - Future sales of common stock by large stockholders, dilutive exercises of warrants, and grants under equity incentive plans could adversely affect the market price of DIH's common stock[176](index=176&type=chunk)[177](index=177&type=chunk) Risks Related to Our Business and Our Industry Risks Related to Government Regulation Risks Related to War in Ukraine and Israel and Palestine Risks Related to Our Intellectual Property and Information Technology Risks Related to Ownership of DIH Common Stock General Risks [Item 1B. Unresolved Staff Comments](index=37&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This item is not applicable to the company [Item 1C. Cybersecurity](index=37&type=section&id=Item%201C.%20Cybersecurity) DIH implements a NIST CSF-based cybersecurity program, integrating risk management, incident response, and employee training, with no material incidents reported - DIH has a cybersecurity risk management program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) to protect critical systems and information[201](index=201&type=chunk)[202](index=202&type=chunk) - The program includes risk assessments, a security team, external service providers, cybersecurity awareness training, and an incident response plan[204](index=204&type=chunk)[205](index=205&type=chunk)[216](index=216&type=chunk) - The Board considers cybersecurity risks as part of its oversight function, with the Chief Financial Officer overseeing information security programs and the Audit Committee receiving annual updates[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) - DIH has not experienced any material cybersecurity incidents and does not anticipate such risks materially affecting its business, but acknowledges that preventive measures may not always suffice against escalating threats[211](index=211&type=chunk)[217](index=217&type=chunk) Cybersecurity Risk Management and Strategy Cybersecurity Governance Ongoing Risks [Item 2. Properties](index=39&type=section&id=Item%202.%20Properties) DIH leases its executive offices, a main R&D campus in Switzerland, and five regional commercial offices globally - DIH does not own properties; it leases its executive offices in Norwell, MA, and a main R&D and operational campus for Hocoma Medical in Switzerland[218](index=218&type=chunk) - The company also leases five commercial office spaces for regional sales, marketing, clinical application, training, technical services, finance, logistics, and administration in the United States, Slovenia, Germany, Singapore, and Chile[218](index=218&type=chunk)[221](index=221&type=chunk) [Item 3. Legal Proceedings](index=39&type=section&id=Item%203.%20Legal%20Proceedings) No material legal, arbitration, or governmental proceedings are pending against DIH or its management team - No material litigation, arbitration, or governmental proceedings are currently pending against DIH or its management team, nor have there been any in the past 12 months[219](index=219&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) DIH's Common Stock and Public Warrants are listed on Nasdaq, with 78 and 21 holders respectively, and no cash dividends are planned - DIH's Common Stock (DHAI) is listed on the Nasdaq Global Market, and Public Warrants (DHAIW) are on the Nasdaq Capital Market[223](index=223&type=chunk) Holders of Record (as of October 10, 2025) | Security | Holders of Record | | :-------------- | :---------------- | | Common Stock | 78 | | Public Warrants | 21 | - The company has not paid cash dividends to date and does not intend to in the future, planning to retain all earnings for business operations[224](index=224&type=chunk) [Item 6. [Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) DIH reported a slight revenue decrease and increased net loss in fiscal 2025 due to product mix, higher expenses, and impairment, facing liquidity and going concern challenges Key Financial Highlights (Fiscal Years Ended March 31) | Metric | FY2025 ($ in millions) | FY2024 ($ in millions) | Change ($ in millions) | % Change | | :------------ | :--------------------- | :--------------------- | :--------------------- | :------- | | Revenue | 62.9 | 64.5 | (1.6) | (2.5)% | | Net Loss | (8.7) | (8.4) | (0.3) | 2.8% | | Gross Profit | 32.2 | 29.8 | 2.4 | 8.2% | | Operating Expenses (excl. impairment) | 37.1 | 32.4 | 4.7 | 14.5% | | Impairment of Long-Lived Assets | 2.2 | 0 | 2.2 | NM | - Revenue decreased primarily due to a change in product mix towards lower average sales price devices, despite a **10% price increase** implemented in fiscal 2024[232](index=232&type=chunk)[262](index=262&type=chunk) - Operating expenses increased by **$4.7 million** (excluding impairment) due to higher professional and personnel costs associated with becoming a public company[236](index=236&type=chunk) - An impairment of **$2.2 million** was recorded in fiscal 2025 for the discontinuation of the SafeGait product and HocoNet-related software[236](index=236&type=chunk)[268](index=268&type=chunk) - DIH completed a one-for-twenty-five reverse stock split on October 17, 2025, and issued convertible debt (**$3.3 million** in June 2024, **$0.33 million** in March 2025) and common stock/warrants (**$4.6 million** gross proceeds in Feb 2025) to address liquidity[233](index=233&type=chunk)[235](index=235&type=chunk)[237](index=237&type=chunk)[239](index=239&type=chunk) - The company faces ongoing liquidity constraints, negative operating cash flows, and Nasdaq delisting notices, which raise substantial doubt about its ability to continue as a going concern[247](index=247&type=chunk)[272](index=272&type=chunk)[278](index=278&type=chunk) - Supply chain disruptions and inflation have led to increased costs for freight, raw materials, and manufacturing, potentially impacting future operating results[242](index=242&type=chunk)[243](index=243&type=chunk) - Foreign currency fluctuations, particularly in Euro valuations, had an unfavorable impact of approximately **$0.2 million** on revenue in fiscal 2025[244](index=244&type=chunk)[263](index=263&type=chunk) Cash Flow Activities (Fiscal Years Ended March 31, in thousands) | Activity | FY2025 | FY2024 | | :---------------------------------------- | :------ | :------ | | Net cash (used in) provided by operating activities | (4,144) | 5,192 | | Net cash used in investing activities | (536) | (202) | | Net cash provided by (used in) financing activities | 3,393 | (4,945) | - Net cash used in operating activities increased by **$9.3 million**, primarily due to a **$12.7 million** net outflow from changes in working capital, including decreases in customer advances and related-party balances[281](index=281&type=chunk) Overview Recent Developments Key Factors Affecting the DIH's Operating Results Components of Results of Operations Results of Operations Liquidity and Capital Resources Cash Flows Critical Accounting Policies and Estimates [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) DIH is exempt from market risk disclosures due to its status as a "smaller reporting company" - DIH is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a "smaller reporting company"[304](index=304&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=52&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents DIH's audited consolidated financial statements for fiscal 2025 and 2024, with a going concern uncertainty noted due to recurring losses - The consolidated financial statements for the year ended March 31, 2025, were audited by BDO USA, P.C., while the 2024 statements (before reverse stock split adjustments) were audited by BDO AG[308](index=308&type=chunk)[309](index=309&type=chunk)[315](index=315&type=chunk)[316](index=316&type=chunk) - The auditors' reports highlight a substantial doubt about the Company's ability to continue as a going concern due to recurring losses, negative cash flows, and negative working capital[310](index=310&type=chunk) Consolidated Balance Sheet Highlights (as of March 31, in thousands) | Metric | 2025 | 2024 | | :------------------------- | :------ | :------ | | Total Assets | 26,752 | 35,735 | | Total Liabilities | 63,887 | 68,281 | | Total Stockholders' Deficit | (37,135) | (32,546) | Consolidated Statements of Operations Highlights (Years Ended March 31, in thousands) | Metric | 2025 | 2024 | | :------------------------- | :------ | :------ | | Revenue | 62,864 | 64,473 | | Gross profit | 32,214 | 29,771 | | Operating loss | (7,024) | (2,614) | | Net loss | (8,676) | (8,443) | Consolidated Statements of Cash Flows Highlights (Years Ended March 31, in thousands) | Activity | 2025 | 2024 | | :---------------------------------------- | :------ | :------ | | Net cash (used in) provided by operating activities | (4,144) | 5,192 | | Net cash used in investing activities | (536) | (202) | | Net cash provided by (used in) financing activities | 3,393 | (4,945) | - The company's accumulated deficit increased to **$43.9 million** as of March 31, 2025, from **$35.2 million** in the prior year[323](index=323&type=chunk) - DIH's liquidity position as of March 31, 2025, was **$1.9 million** in cash and cash equivalents, with ongoing efforts to raise additional funding[347](index=347&type=chunk)[350](index=350&type=chunk) - The company recorded an impairment loss of **$2.2 million** in fiscal 2025 related to capitalized software and the SafeGait product due to discontinuation of development/commercialization[389](index=389&type=chunk)[437](index=437&type=chunk) - DIH issued **$3.3 million** in convertible debentures in June 2024 and an additional **$0.33 million** in March 2025, with anti-dilution provisions affecting conversion and exercise prices[442](index=442&type=chunk)[448](index=448&type=chunk) - Subsequent to March 31, 2025, DIH entered into a new Securities Purchase Agreement for **$2.2 million** in convertible debentures, with **$1.4 million** funded, and an equity line of credit agreement for up to **$22 million**[518](index=518&type=chunk)[519](index=519&type=chunk)[522](index=522&type=chunk) Report of Independent Registered Public Accounting Firm (BDO USA, P.C.) Report of Independent Registered Public Accounting Firm (BDO AG, Zurich, Switzerland) Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Loss Consolidated Statements of Cash Flows Consolidated Statements of Stockholders' Deficit Notes to Consolidated Financial Statements Note 1. Business and Organization Note 2. Summary of Significant Accounting Policies Note 3. Revenue Recognition Note 4. Geographical Information Note 5. Net Loss Per Share Note 6. Inventories Note 7. Property and Equipment, Net Note 8. Capitalized software, net and other intangible assets, net Note 9. Other Current Assets Note 10. Accrued Expenses and Other Current Liabilities Note 11. Other Non-Current Liabilities Note 12. Convertible Debt and Warrant Note 13. Stockholders' Equity Note 14. Related Party Transactions Note 15. Employee Benefit Plans Note 16. Income Taxes Note 17. Commitments and Contingencies Note 18. Leases Note 19. Segment Information Note 20. Accumulated Other Comprehensive Income Note 21. Subsequent Events [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=93&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) DIH changed its independent auditor from BDO AG to BDO USA, PC, with no disagreements reported except for a material weakness - DIH dismissed Marcum LLP on March 12, 2024, and engaged BDO AG, which was subsequently dismissed on September 10, 2024, and BDO USA, PC was appointed as the new independent registered public accounting firm[523](index=523&type=chunk)[526](index=526&type=chunk)[527](index=527&type=chunk) - No disagreements on accounting principles, financial disclosure, or auditing scope were reported with BDO AG, except for a material weakness in internal control over financial reporting[525](index=525&type=chunk) - DIH had not consulted with BDO USA on any accounting, auditing, or financial reporting issues prior to its engagement[527](index=527&type=chunk) [Item 9A. Controls and Procedures](index=93&type=section&id=Item%209A.%20Controls%20and%20Procedures) DIH's disclosure controls were ineffective as of March 31, 2025, due to material weaknesses in internal control, with ongoing remediation efforts - DIH's disclosure controls and procedures were not effective as of March 31, 2025, due to identified material weaknesses in internal control over financial reporting[530](index=530&type=chunk) - Material weaknesses include insufficient technical accounting resources, inadequate IT staffing for general IT review and monitoring controls, and a lack of controls over management override[530](index=530&type=chunk) - Remediation efforts are ongoing, including hiring personnel with technical accounting knowledge, adding detailed reconciliation and review controls, implementing a Fraud Hotline, and engaging consulting support in finance, accounting, and IT[531](index=531&type=chunk) - Management concluded that internal control over financial reporting was not effective as of March 31, 2025, based on the COSO criteria[535](index=535&type=chunk) [Item 9B. Other Information](index=94&type=section&id=Item%209B.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers in fiscal year 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the fiscal year ended March 31, 2025[538](index=538&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=94&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=95&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) DIH's Board of Directors, with seven members and independent oversight, manages corporate governance, risk, and committees, adhering to various ethical and reporting policies - DIH's Board of Directors has **seven members**, classified into three classes with staggered terms expiring in 2025, 2026, and 2027[551](index=551&type=chunk) - Jason Chen serves as both Chairman and Chief Executive Officer, with a Lead Independent Director elected annually to provide independent oversight[541](index=541&type=chunk)[558](index=558&type=chunk) - The Board oversees risk management, with the Audit Committee responsible for major financial risk exposures and cybersecurity, and the Compensation Committee assessing risk-taking incentives[561](index=561&type=chunk) - DIH has established an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and a Strategy Committee, with independent directors comprising the Audit, Compensation, and Nominating committees[573](index=573&type=chunk)[574](index=574&type=chunk)[575](index=575&type=chunk)[576](index=576&type=chunk) - The company has adopted a Code of Ethics, Corporate Governance Guidelines, an Insider Trading Policy (prohibiting hedging/pledging), and a Clawback Policy[564](index=564&type=chunk)[566](index=566&type=chunk)[569](index=569&type=chunk)[570](index=570&type=chunk)[571](index=571&type=chunk) - All directors and executive officers are believed to have timely filed their Section 16(a) reports for the fiscal year ended March 31, 2025[578](index=578&type=chunk) Executive Officers and Directors Number and Terms of Office of Officers and Directors Corporate Governance Philosophy Director Qualification Standards and Review of Director Nominees Criteria for Board of Directors Membership Board of Directors, Leadership Structure, and Executive Sessions The Role of the Board in Succession Planning Board Assessments Board of Director's Role in Risk Oversight Stockholder Communications with Directors Indemnification of Directors and Officers Code of Ethics Corporate Governance Guidelines Audit Committee Charter Compensation Committee Charter Insider Trading Policy Policy Prohibiting Hedging or Pledging of Securities Clawback Policy Board and Committee Membership Audit Committee Compensation Committee Nominating and Corporate Governance Committee Strategy Committee Compensation Committee Interlocks and Insider Participation Delinquent Section 16(a) Reports [Item 11. Executive Compensation](index=102&type=section&id=Item%2011.%20Executive%20Compensation) DIH's executive compensation aligns incentives with performance through base salary, cash bonuses, and equity, with specific details for NEOs and non-employee directors - DIH's executive compensation program is designed to attract, retain, and motivate executives, aligning their incentives with company performance and stockholder value[583](index=583&type=chunk)[584](index=584&type=chunk) - The program includes base salary, annual cash incentive awards, and long-term incentive compensation in the form of equity awards, heavily weighted towards variable compensation[584](index=584&type=chunk) Summary Compensation Table (Fiscal Year Ended March 31, 2025) | Name | Position | Salary ($) | All Other Compensation ($) | Total ($) | | :------------ | :------------------- | :--------- | :------------------------- | :-------- | | Jason Chen | Chief Executive Officer | 403,200 | 58,027 | 461,227 | | Lynden Bass | Chief Financial Officer | 305,200 | 42,311 | 347,511 | | Dietmar Dold | | 154,715 | — | 154,715 | | Patrick Bruno | Chief Marketing Officer | 371,372 | 58,362 | 429,734 | - No stock options were granted to named executive officers during fiscal years ended March 31, 2024, and March 31, 2025[589](index=589&type=chunk) - Non-employee directors receive annual compensation comprising both cash fees and shares of Common Stock[605](index=605&type=chunk)[606](index=606&type=chunk)[609](index=609&type=chunk)[610](index=610&type=chunk)[611](index=611&type=chunk)[612](index=612&type=chunk)[613](index=613&type=chunk) Executive Compensation Summary Compensation Table Fiscal Years Ended March 31, 2024 and March 31, 2025 Bonuses Equity Compensation Other Elements of Compensation — Employee Benefits and Perquisites Deductibility of Executive Compensation No Tax Reimbursement of Parachute Payments and Deferred Compensation Outstanding Equity Awards at Fiscal Years-Ended March 31, 2024 and March 31, 2025. Executive Officer Offer Letters Non-Employee Director Compensation [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=105&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of October 6, 2025, DIH had 2,092,653 shares outstanding, with DIH Technology Ltd. (Jason Chen) and Five Narrow Lane, L.P. as major beneficial owners - As of October 6, 2025, there were **2,092,653 shares** of Common Stock outstanding[616](index=616&type=chunk) Beneficial Ownership of Common Stock (as of October 6, 2025) | Name and Address of Beneficial Owner | Shares Owned | Percentage Ownership | | :----------------------------------- | :----------- | :------------------- | | Jason Chen | 563,410 | 26.93% | | DIH Technology Ltd. | 563,410 | 26.93% | | Five Narrow Lane, L.P. | 677,421 | 24.50% | | All Directors and Executive Officers as a Group (7 Persons) | 547,608 | 27.46% | - Jason Chen's ownership is indirect through DIH Technology Ltd., and he does not have voting or dispositive power over those shares[618](index=618&type=chunk) - Five Narrow Lane, L.P.'s ownership includes shares underlying warrants, subject to a beneficial ownership limitation of **9.99%** of outstanding Common Stock upon conversion/exercise[618](index=618&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=108&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) DIH engages in significant related party transactions with major shareholders and distributors, while maintaining a majority of independent directors - DIH Cayman remains the largest stockholder of DIH and owns **100% interest** in DIH Hong Kong, leading to various related party transactions[621](index=621&type=chunk) - A reorganization in July 2021 involved the transfer of DIH US Corp and Hocoma Medical GmbH assets and IP from Hocoma AG to DIH Nevada, resulting in three related party notes payable to Hocoma AG[623](index=623&type=chunk)[626](index=626&type=chunk)[628](index=628&type=chunk)[629](index=629&type=chunk)[630](index=630&type=chunk)[631](index=631&type=chunk) Related Party Notes Payable to Hocoma AG (as of March 31, in thousands) | Metric | 2025 | 2024 | | :----------------------------------- | :---- | :----- | | Balance of Related Party Notes Payable | 8,601 | 11,500 | - DIH has an exclusive distribution agreement with Motek Group for rehabilitation products and services[635](index=635&type=chunk) Purchases from Motek Group (Years Ended March 31, in thousands) | Metric | 2025 | 2024 | | :-------- | :---- | :----- | | Purchases | 9,500 | 13,600 | - The Board has determined that Max Baucus, F. Samuel Eberts III, Scott R. Burell, Dr. Barrett Mooney, and Dennis Streppa are independent directors under NASDAQ listing standards[637](index=637&type=chunk) DIH Related Party Transactions Transactions with DIH Hocoma AG and share transfers Motek Group Director Independence [Item 14. Principal Accounting Fees and Services](index=110&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) DIH changed auditors from Marcum LLP to BDO AG, then to BDO USA, PC, with all audit services pre-approved by the Audit Committee - DIH dismissed Marcum LLP on March 12, 2024, and engaged BDO AG, which was subsequently dismissed on September 10, 2024, and BDO USA, PC was appointed as the new independent registered public accounting firm[638](index=638&type=chunk)[642](index=642&type=chunk)[644](index=644&type=chunk)[646](index=646&type=chunk) Audit Fees by BDO AG (Years Ended March 31) | Service | 2025 ($) | 2024 ($) | | :-------- | :-------- | :--------- | | Audit fees | 895,000 | 1,143,400 | Audit Fees by BDO USA (Year Ended March 31, 2025) | Service | 2025 ($) | | :-------- | :---------- | | Audit fees | 1,012,367 | - All audit and non-audit services provided by the independent registered public accounting firm were pre-approved by the Audit Committee[655](index=655&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=113&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides a list of exhibits and financial statement schedules, detailing various agreements and certifications - The report includes financial statements and an exhibit index[657](index=657&type=chunk) - Exhibits include the Business Combination Agreement, Amended and Restated Certificate of Incorporation, By-Laws, Warrant Agreements, Securities Purchase Agreement, Security Agreement, Subsidiary Guarantee Agreement, Registration Rights Agreement, Voting Agreement, Lock Up Agreement, Subscription Agreement, Code of Ethics, Insider Trading Policy, List of Subsidiaries, Power of Attorney, various certifications (302 and 906), and Claw-Back Policy[660](index=660&type=chunk) [Item 16. Form 10-K Summary](index=113&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company

Revenue Performance - Revenue for Q3 2025 decreased by $3.9 million, or 20.6%, to $15.1 million from $19.0 million in Q3 2024[5] - Device revenue declined by 26% to $11.7 million, while service revenue grew by 4% to $3.1 million compared to the prior year[10] - The company reiterated its full-year revenue guidance for fiscal year 2025, expecting revenue between $60 million and $67 million[12] Profit and Loss - Gross profit for Q3 2025 was $7.2 million, a decrease of 30.4% year-over-year, primarily due to lower sales in the EMEA region[7] - Net income for the three months ended December 31, 2025, was a loss of $3,728 thousand, compared to a profit of $2,969 thousand for the same period in 2024, representing a significant decline[23] - Comprehensive loss for the nine months ended December 31, 2024, was $6,496 thousand, compared to a loss of $2,616 thousand for the same period in 2023, indicating a worsening financial position[23] - The company reported a net loss of $4,272 thousand for the nine months ended December 31, 2024, compared to a net loss of $2,428 thousand for the same period in 2023, reflecting increased operational challenges[26] Expenses - Selling, general and administrative expenses increased by $2.8 million, or 50.6%, to $8.2 million, driven by higher employee compensation and overhead costs[8] - Research and development costs rose by $0.1 million, or 7.7%, to $1.8 million, mainly due to increased amortization expenses[9] - The company incurred depreciation and amortization expenses of $611 thousand for the nine months ended December 31, 2024, compared to $230 thousand for the same period in 2023, highlighting increased asset utilization[26] - The company reported stock compensation expenses of $450 thousand for the nine months ended December 31, 2024, compared to no such expenses in the same period of 2023, reflecting changes in compensation strategy[26] Cash Flow and Liquidity - Cash and cash equivalents as of December 31, 2024, totaled $1.1 million[11] - Cash flows from operating activities for the nine months ended December 31, 2024, resulted in a net cash outflow of $848 thousand, compared to a cash inflow of $3,177 thousand for the same period in 2023[26] - Cash, cash equivalents, and restricted cash at the end of the period were $1,120 thousand, down from $3,225 thousand at the beginning of the period, indicating liquidity challenges[26] Equity and Inventory Management - Total equity decreased to $(37,882) thousand as of December 31, 2024, from $(34,395) thousand as of September 30, 2024, indicating a decline in shareholder value[24] - The allowance for inventory obsolescence was $(67) thousand for the nine months ended December 31, 2024, a significant change from $705 thousand in the same period of 2023, suggesting improved inventory management[26] Other Financial Metrics - The impact of foreign currency translation gain was $0.2 million for Q3 2025[6] - The effect of currency translation on cash and cash equivalents was a gain of $5 thousand for the nine months ended December 31, 2024, consistent with the previous year[26] - The company closed a public offering yielding gross proceeds of approximately $4.6 million, with net proceeds of about $3.9 million after expenses[13] - Collaborations with Nobis Rehabilitation Partners and Zahrawi Group were announced, expanding the distribution network[10]

Financial Performance - DIH generated revenue of $35.1 million for the six months ended September 30, 2024, a 34.5% increase compared to $26.1 million for the same period in 2023[108]. - Revenue for the three months ended September 30, 2024 increased by $5.1 million, or 39.1%, to $18.2 million from $13.1 million for the same period in 2023, primarily driven by a $4.9 million increase in device sales[128]. - Devices revenue for the six months ended September 30, 2024 increased by $8.0 million, or 39.0%, to $28.6 million compared to $20.6 million for the same period in 2023[130]. - Gross profit for the three months ended September 30, 2024 was $9.6 million, representing a 76.7% increase from $5.4 million in the same period in 2023[127]. - Operating income for the three months ended September 30, 2024 was $1.9 million, a significant improvement from an operating loss of $2.5 million in the same period in 2023[127]. - Net loss for the three months ended September 30, 2024 was $234,000, a 90.6% improvement from a net loss of $2.5 million in the same period in 2023[127]. - The net loss for the six months ended September 30, 2024, was $0.5 million, significantly improved from a net loss of $5.4 million in the prior year, reflecting a $4.9 million improvement driven by an $8.2 million increase in gross profit[109]. Expenses and Costs - Selling, general and administrative expenses are expected to rise as the company scales its workforce and enhances support functions to meet public company demands[122]. - Research and development costs are projected to increase as DIH invests in product design and technology to drive business growth[123]. - Selling, general, and administrative expenses for the three months ended September 30, 2024 decreased by $0.6 million, or 9.6%, to $5.8 million from $6.4 million in the same period in 2023[135]. - Research and development costs for the three months ended September 30, 2024 increased by $0.3 million, or 20.6%, to $1.9 million compared to $1.6 million in the same period in 2023[137]. - Total operating expenses for the three months ended September 30, 2024 decreased by $287,000, or 3.6%, to $7.7 million compared to $8.0 million in the same period in 2023[127]. Cash Flow and Financing - The company had cash and cash equivalents of $1.8 million as of September 30, 2024, down from $3.2 million as of March 31, 2024[143]. - The company experienced negative cash flows from operating activities of $(1.5) million during the six months ended September 30, 2024[143]. - Net cash used in operating activities increased by $3.3 million to $(1.5) million for the six months ended September 30, 2024, compared to $1.8 million for the same period in 2023[150]. - Net cash provided by financing activities increased by $4.5 million to $0.8 million for the six months ended September 30, 2024, compared to $(3.7) million for the same period in 2023, primarily due to $2.8 million proceeds from convertible debt financing[151]. - Company continues to explore financing alternatives in debt or equity to fund ongoing operations and fulfill current obligations[146]. - Company expects to fund future cash flows used in investing activities with cash flow generated by operations[150]. - Company anticipates sources of liquidity to include cash on hand and cash flow from operations[146]. Business Developments - The company completed a business combination on February 7, 2024, which included Hocoma Medical, enhancing its asset base and operational capabilities[110]. - DIH issued $3.3 million in principal amount of convertible debentures on June 6, 2024, with a conversion price of $5.00 per share, resulting in net proceeds of approximately $2.8 million[113]. - The company expects to incur additional annual expenses as a public company, including increased costs for directors' and officers' liability insurance and compliance-related expenses[111]. Market Outlook - DIH anticipates revenue growth in future periods due to expanding demand for its rehabilitation products in represented markets[119]. - Cost of sales is expected to increase in absolute dollars as orders grow, while cost per unit is projected to decrease due to improved leverage[120]. - The company faces ongoing challenges from global macroeconomic factors, including supply chain disruptions and inflationary pressures, which could impact future operations[118]. Working Capital - Net decrease of $8.0 million in working capital was driven by a decrease of $4.3 million in advanced payments from customers for the six months ended September 30, 2024, compared to the same period in 2023[154]. - The remaining balance on related party notes payable is $9.4 million and $11.5 million as of September 30, 2024, and March 31, 2024, respectively[144]. - Company incurred three related party notes payable to Hocoma AG totaling $19.84 million, due on June 30, 2026, with an interest rate of 1.25%[144]. - Non-cash charges decreased by $0.1 million for the six months ended September 30, 2024, compared to the same period in 2023[153].

Exhibit 99.1 DIH Announces Second Quarter 2025 Financial Results and Restates June 30, 2024 Form 10-Q NORWELL, MA – November 14, 2024 DIH Holding US, Inc. ("DIH")(NASDAQ:DHAI), a global provider of advanced robotic devices used in physical rehabilitation, which incorporates 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 fi ...

Exhibit 99.1 DIH Announces Fiscal 2025 First Quarter Financial Results NORWELL, MA – August 19, 2024 DIH Holding US, Inc. ("DIH")(NASDAQ:DHAI), 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, today announced financial results for the quarter en ...

Table of Contents 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

Revenue and Market Dependence - The company relies heavily on its key product lines, with LokoMat accounting for over 45% of revenue and other key products (Erigo, Armeo, C-Mill, and CAREN/Grail) collectively contributing 55%[77]. - Approximately 90% of the company's revenue is generated from its current key product lines, which are critical for its financial success[75]. - 80% of the company's revenue is concentrated in the EMEA and Americas regions, indicating a significant reliance on these markets[77]. Economic and Regulatory Risks - The company faces risks related to economic conditions, including potential decreases in demand due to economic slowdowns, inflation, and increased interest rates[78]. - The company has not yet substantiated the long-term health benefits of its products through large randomized clinical trials, which may limit market adoption[98]. - Regulatory compliance is critical, as failure to meet FDA and international standards could result in product recalls or inability to market products[122]. - The new Medical Device Regulation (MDR) in the EU introduces additional compliance challenges that could affect product approval timelines[124]. - Legislative and regulatory healthcare reforms may lead to decreased reimbursement for medical devices, impacting the company's ability to market and generate sales[135]. Operational Challenges - The company is dependent on the successful training of customers and clinicians for the effective use of its products, which is critical for achieving expected growth[90]. - The company may face challenges in maintaining its sales and marketing infrastructure, which is essential for expanding its market presence and product adoption[96]. - Manufacturing delays due to raw material shortages, labor disputes, and regulatory compliance failures could adversely impact the business[101]. - The company relies on sole source third-party manufacturers for certain raw materials and products, which poses risks of supply interruptions and potential revenue loss[100]. - The company faces challenges in managing growth, which could limit its ability to increase sales and cash flow if not addressed properly[121]. Financial Performance and Growth - The company recorded revenue of approximately $64 million for the year ended March 31, 2024[179]. - Total revenue for the year ended March 31, 2024, was $64,473,000, an increase of 19.9% compared to $54,059,000 for the year ended March 31, 2023[298]. - The net loss for the year ended March 31, 2024, was $8,443,000, compared to a net loss of $1,014,000 for the year ended March 31, 2023, representing a significant increase in losses[298]. - Total assets increased to $35,735,000 as of March 31, 2024, compared to $31,779,000 as of March 31, 2023, reflecting a growth of 12.5%[298]. - The company anticipates significant growth, which will require enhanced operational and financial systems to manage effectively[120]. Capital and Financing - The company may need to raise additional capital to fund growth and operations, which could dilute shareholder value if equity is sold[84]. - The Company plans to fund its growth through cash flows from operations and future debt and equity financing[322]. - The Company may issue up to 6,000,000 Earnout Shares based on the volume-weighted average price of DIH Common Stock reaching certain thresholds during the Earnout Period[317]. Compliance and Legal Risks - The company must comply with various privacy and data protection laws, such as the CCPA and GDPR, which could increase compliance costs and liabilities[140]. - The risk of litigation or claims related to acquired companies could increase operational costs and divert management focus[119]. - The company faces risks related to potential patent infringement claims, especially for products acquired through acquisitions[164]. Management and Internal Controls - The company has identified material weaknesses in its internal control over financial reporting, particularly due to limited accounting personnel, which could impact the accuracy and timeliness of financial reporting[197]. - The management team has limited experience managing a public company, which may affect the company's ability to comply with regulatory obligations and manage day-to-day operations effectively[194]. - The anticipated growth may strain the management team and financial resources, potentially leading to misallocation of resources and operational weaknesses[192]. Market and Competitive Landscape - The fragmented rehabilitation technology market presents both opportunities for consolidation and challenges in changing customer mindsets[104]. - The company faces volatility in its common stock price due to various factors, including fluctuations in growth rates and competition from new technologies[181]. - Political changes in the United States or Europe could significantly impact the company’s sales performance and growth projects[152]. Product and Warranty Management - The Company estimates warranty costs based on the number of units sold and historical claim rates, adjusting recorded warranty liabilities quarterly as necessary[338]. - The Company recognizes revenue primarily at the point in time when the customer obtains control, typically coinciding with delivery and customer acceptance[337]. - The Company assesses the adequacy of its recorded warranty liabilities on a quarterly basis and adjusts these amounts as necessary[338].

Financial Overview - ATAK completed a public offering of 20,200,000 Units, raising approximately $200 million, with each Unit consisting of one Class A ordinary share, one redeemable warrant, and one right to receive one-tenth of one Class A ordinary share [2]. - As of July 27, 2023, ATAK had 5,307,292 Class A Ordinary Shares outstanding and $56.7 million remaining in the Trust Account after redemptions [4]. - Total current assets amount to $27,723,000, including cash and cash equivalents of $3,244,000 [22]. - Total assets are reported at $36,500,000, reflecting a pro forma combined balance sheet [22]. - Total current liabilities stand at $44,062,000, after adjustments [23]. - Total liabilities are reported at $73,837,000, including various adjustments [23]. - The pro forma combined total liabilities and stockholders' equity was $36,500 thousand [24]. - The company reported a total of 7,659,431 Class A ordinary shares subject to possible redemption [26]. - The weighted average shares outstanding for Class A Common Stock is 34,544,936 for both the nine months ended December 31, 2023 and the year ended March 31, 2023 [44]. Business Combination - The Business Combination with Legacy DIH was approved on December 18, 2023, and closed on February 7, 2024, with Legacy DIH stockholders receiving $250 million in aggregate consideration [16]. - Legacy DIH stockholders may receive up to an additional 6,000,000 shares of New DIH Class A Common Stock based on performance milestones related to stock price [16]. - The Business Combination included a reverse recapitalization between ATAK and Legacy DIH, with a redemption of 4,815,153 Class A Ordinary Shares for $53.4 million [9]. - The Business Combination will be accounted for as a reverse recapitalization, with Legacy DIH treated as the accounting acquirer due to its larger revenue and voting interest [34]. - The redemption of 4,815,153 Class A Ordinary Shares is allocated to Class A Ordinary Shares and additional paid-in capital, totaling $53.4 million [40]. Financial Performance - Revenue for the nine months ended December 31, 2023, was $45,117 thousand, with a gross profit of $20,300 thousand [26]. - Total operating expenses for the same period were $22,434 thousand, resulting in an operating loss of $2,134 thousand [26]. - The net income (loss) for the nine months was $(3,155) thousand, with a basic and diluted net income (loss) per share of $0.02 [28]. - For the year ended March 31, 2023, revenue was $54,119 thousand, with a gross profit of $30,245 thousand [29]. - Total operating expenses for the year were $32,909 thousand, leading to an operating loss of $(2,664) thousand [29]. - The net income (loss) for the year was $(1,864) thousand, with a basic and diluted net income (loss) per share of $0.28 [31]. - Pro forma net loss for the nine months ended December 31, 2023 is $(5.656) million, resulting in a net loss per Class A Common Stock of $(0.16) [44]. Shareholder Information - Existing Legacy DIH equity holders represent 78% of total shares, totaling 26,950,000 shares [20]. - New DIH public shareholders account for 7% with 2,512,139 shares issued [20]. - The company has 3,454,494 shares of New DIH Class A Common Stock available for issuance under the Stock Incentive Plan [20]. - The Stock Incentive Plan established an equity pool equal to 10% of the number of shares of New DIH Class A Common Stock outstanding on a fully diluted basis [18]. - ATAK's shareholders approved multiple extension amendments, allowing additional time to complete the initial business combination, with significant redemptions occurring during these votes [3][4]. Liabilities and Expenses - Accounts payable decreased to $3,721,000 from $5,097,000 [22]. - Employee compensation liabilities reduced to $2,607,000, down from $3,155,000 [22]. - The company incurred interest expense of $(744) thousand for the nine months ended December 31, 2023 [27]. - The change in fair value of warrant liability was reported as $148 thousand [27]. - Estimated transaction-related costs to be incurred by ATAK and DIH after December 31, 2023 total $9.0 million, excluding previously recognized costs [42]. - The total transaction accounting adjustment amounts to $3.6 million, including various transaction costs and reclassifications [40]. Pro Forma Information - The pro forma financial information reflects Legacy DIH's activity for the nine months ended December 31, 2023, and ATAK's activity for the nine months ended September 30, 2023 [9]. - The unaudited pro forma condensed combined balance sheet as of December 31, 2023 reflects a $58.9 million cash reclassification from the Trust Account available for the Business Combination [38]. - The pro forma adjustments do not reflect any anticipated synergies or cost savings associated with New DIH [35]. - The unaudited pro forma financial information is based on preliminary estimates and may differ materially from final amounts recorded [35]. - The historical activity of Hocoma AG, which retained liabilities of $11.4 million, will be treated as a transfer of assets and liabilities under common control [41].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from______to________ Commission File Number: 001-41250 | --- | --- | --- | |------------------------------------------------------------------------------------------|---------------------- ...