PART I Item 1. Business 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 functions1718 - On October 17, 2025, the company effected a one-for-twenty-five reverse stock split of its Class A common stock19 - 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 statements3435 - 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 markets4142 - 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 solutions4546 - 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 solutions5051 - 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 each53 - 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, Alabama7778 - As of July 31, 2025, DIH employed 178 employees, with approximately 81% located outside the U.S., emphasizing diversity, equity, and inclusion8283 - 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 2047868788 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 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 risks9091 - 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, 202592 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 profitability9699101 - 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 operations102 - 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 realized104 - 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 delays133135136138 - 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 delisting175 - 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 stock176177 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 This item is not applicable to the company Item 1C. Cybersecurity 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 information201202 - The program includes risk assessments, a security team, external service providers, cybersecurity awareness training, and an incident response plan204205216 - 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 updates207208209 - 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 threats211217 Cybersecurity Risk Management and Strategy Cybersecurity Governance Ongoing Risks Item 2. Properties 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 Switzerland218 - 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 Chile218221 Item 3. Legal Proceedings 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 months219 Item 4. Mine Safety Disclosures 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 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 Market223 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 operations224 Item 6. [Reserved] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 2024232262 - Operating expenses increased by $4.7 million (excluding impairment) due to higher professional and personnel costs associated with becoming a public company236 - An impairment of $2.2 million was recorded in fiscal 2025 for the discontinuation of the SafeGait product and HocoNet-related software236268 - 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 liquidity233235237239 - 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 concern247272278 - Supply chain disruptions and inflation have led to increased costs for freight, raw materials, and manufacturing, potentially impacting future operating results242243 - Foreign currency fluctuations, particularly in Euro valuations, had an unfavorable impact of approximately $0.2 million on revenue in fiscal 2025244263 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 balances281 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 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 Item 8. Financial Statements and Supplementary Data 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 AG308309315316 - 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 capital310 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 year323 - DIH's liquidity position as of March 31, 2025, was $1.9 million in cash and cash equivalents, with ongoing efforts to raise additional funding347350 - 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/commercialization389437 - 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 prices442448 - 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 million518519522 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 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 firm523526527 - 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 reporting525 - DIH had not consulted with BDO USA on any accounting, auditing, or financial reporting issues prior to its engagement527 Item 9A. Controls and Procedures 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 reporting530 - Material weaknesses include insufficient technical accounting resources, inadequate IT staffing for general IT review and monitoring controls, and a lack of controls over management override530 - 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 IT531 - Management concluded that internal control over financial reporting was not effective as of March 31, 2025, based on the COSO criteria535 Item 9B. Other Information 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, 2025538 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company PART III Item 10. Directors, Executive Officers and Corporate Governance 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 2027551 - Jason Chen serves as both Chairman and Chief Executive Officer, with a Lead Independent Director elected annually to provide independent oversight541558 - The Board oversees risk management, with the Audit Committee responsible for major financial risk exposures and cybersecurity, and the Compensation Committee assessing risk-taking incentives561 - 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 committees573574575576 - The company has adopted a Code of Ethics, Corporate Governance Guidelines, an Insider Trading Policy (prohibiting hedging/pledging), and a Clawback Policy564566569570571 - All directors and executive officers are believed to have timely filed their Section 16(a) reports for the fiscal year ended March 31, 2025578 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 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 value583584 - The program includes base salary, annual cash incentive awards, and long-term incentive compensation in the form of equity awards, heavily weighted towards variable compensation584 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, 2025589 - Non-employee directors receive annual compensation comprising both cash fees and shares of Common Stock605606609610611612613 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 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 outstanding616 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 shares618 - 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/exercise618 Item 13. Certain Relationships and Related Transactions, and Director Independence 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 transactions621 - 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 AG623626628629630631 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 services635 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 standards637 DIH Related Party Transactions Transactions with DIH Hocoma AG and share transfers Motek Group Director Independence Item 14. Principal Accounting Fees and Services 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 firm638642644646 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 Committee655 PART IV Item 15. Exhibits, Financial Statement Schedules This section provides a list of exhibits and financial statement schedules, detailing various agreements and certifications - The report includes financial statements and an exhibit index657 - 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 Policy660 Item 16. Form 10-K Summary This item is not applicable to the company
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