DIH Holding US (DHAI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 25, 2025, to vote on five key proposals, including new and amended debenture terms, a reverse stock split, and adjournment authority.

• Proposals are designed to address capital structure, compliance with Nasdaq listing requirements, and provide flexibility for future financing.

• Board of Directors unanimously recommends voting in favor of all proposals.

• Forward-looking statements highlight risks related to market conditions, regulatory compliance, and capital needs.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of more than 19.99% of outstanding stock upon conversion of new debentures, as required by Nasdaq rules.

• Proposal 2: Approve reduction of base conversion price for original debentures and related warrants, increasing potential dilution.

• Proposal 3: Amend additional investment rights to lower purchase price and extend deadline for further investments.

• Proposal 4: Approve a reverse stock split up to 1-for-25 to maintain Nasdaq listing and improve share price.

• Proposal 5: Authorize adjournment of the meeting if more time is needed for proxy solicitation or disclosure.

Board of directors and corporate governance

• Board fixed August 18, 2025, as the record date for voting eligibility.

• Directors and officers collectively own about 27% of outstanding shares and intend to vote in favor of all proposals.

• Board recommends a vote “FOR” on all proposals.