UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2025

DIH HOLDING US, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: 877 944-2200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective February 25, 2025, Dr. Patrick Bruno resigned from the Board of Directors of DIH Holding US, Inc. (the “Company”) and the boards of the Company’s subsidiaries. The Board of Directors of the Company does not anticipate immediately filling the vacancy and will reduce the size of the Board to five members. Dr. Bruno also resigned as Chief Market Officer of the Company’s subsidiary, Hocoma Medical GmbH and from his Director position at the Company’s significant related party Hocoma AG.

In connection with his resignation, Hocoma  Medical GmbH and Dr. Bruno entered into a Termination Agreement dated February 25, 2025, (the “Termination Agreement”), a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Pursuant to and subject to the limitations set forth in the Termination Agreement, the parties agreed to mutual releases that resulted from Dr. Bruno’s violations of the Company’s policies . Dr. Bruno agreed to confidentiality and non-disparagement provisions as well. The Termination Agreement provides that Dr. Bruno is entitled to his salary through the date of the resignation although he would not be entitled to any bonus for the current fiscal year or any unpaid portion of the prior fiscal year bonus. Dr. Bruno will receive no severance payment.

The Termination Agreement supersedes and replaces the existing Employment Agreement, dated May 12, 2017, by and between the Company and Dr. Bruno. The foregoing description of the Termination Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.