Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2025, DIH Holding US, Inc., a Delaware corporation (the "Company") entered into a common shares purchase agreement (the "Purchase Agreement") with a certain investor (the "Investor") pursuant to which the Company agreed to sell and issue to the Investor in a private placement offering (the "Offering") up to the lesser of (i) $22,000,000 in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Class A common stock of the Company, par value $0.0001 per share (the "Common Shares") and (ii) 10,458,031 Common Shares (representing 19.99% of the voting power or number of Common Shares, issued and outstanding immediately prior to the execution of the Purchase Agreement), as adjusted pursuant to the terms of the Purchase Agreement. In consideration for the Investor's execution and delivery of the Purchase Agreement, the Company agreed to issue to the Investor 100,000 Common Shares and a pre-funded warrant to purchase an additional 100,000 Common Shares as a commitment fee. The Investor agreed that such securities would be returned in the event the Company's Nasdaq Hearings Panel Appeal was not successful.

Upon the satisfaction of all of the conditions to commencement of the Company's rights to sell Common Shares under the terms of the Purchase Agreement, the Company shall have the right, but not the obligation, to direct the Investor to purchase a number of Common Shares (the "VWAP Purchase Share Request") at the VWAP Purchase Price. The VWAP Purchase Price is the price per Common Share equal to 94% of the lowest daily VWAP over the prior three trading days including the date of the purchase.

The Common Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Common Shares has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The Company intends to use the net proceeds from the Offering for working capital and general purposes.

The Company has agreed to file, within 45 trading days after execution of the Purchase Agreement, a registration statement (the "Initial Registration Statement") with the Securities and Exchange Commission ("Commission") covering the resale of the Common Shares and has agreed to use commercially reasonable efforts to cause such registration to become effective as soon as reasonably practicable following the filing thereof with the Commission.

The Purchase Agreement terminates automatically on the first day of the month next following the 36-month anniversary of the effective date of the Initial Registration Statement, unless sooner terminated pursuant to its terms.

The foregoing description of the Purchase Agreement, does not purport to be complete and is qualified in its entirety by references to the full text of the Purchase Agreement, which is filed as Exhibit 10.1, to this Current Report, and incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 relating to the issuance of the Common Shares is hereby incorporated by reference into this Item 3.02.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.