Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Securities Purchase Agreement and Convertible Debenture

As previously reported in a Current Report on Form 8-K filed onJune 7, 2024 (the "June 2024 Form 8-K"), DIH Holding US, Inc., a Delaware corporation(the "Company") entered into a Securities Purchase Agreement (the "SPA"), pursuant to which the Company sold to an investor (the "Investor") on June 7, 2024, in a private placement, an aggregate of $3,300,000 in principal amount of 8% Original Issue Discount Senior Secured Convertible Debentures (the "Debentures"), convertible shares of the Company's Class A common stock, par value $0.0001 (the "Common Stock") at a conversion price of $5.00. The shares of Common Stock issuable upon conversion of the Debentures are collectively referred to as the "Conversion Shares" and the Company has previously filed a Registration Statement on Form S-1 (as amended, the "Form S-1") to register such Conversion Shares. As of May 1, 2025, there were insufficient shares remaining under the Form S-1 to make future payments due in Conversion Shares.

On May 29, 2025, the Company and the Investor entered into an Agreement to amend the SPA (the "Amendment Agreement") to exchange the portion of the Debenture represented by the redemption payment due on May 1, 2025 for 1,540,277 shares of Common Stock and the portion of the Debenture represented by the June payment for such number of shares of Common Stock as shall be determined as of June 2, 2025 pursuant to the Debenture (collectively, "PIK Payment Shares"). Pursuant to the terms of the Amendment Agreement, the Company and Investor further agreed that future monthly redemption payments may be made in cash or shares of Common Stock in accordance with Section 3(a)(9) of the Securities Act. The Company and the Investor further agreed to amend the Debenture to permit interest on the Debenture to be paid in cash or Conversion Shares (as such term is defined in the Debenture). The Investor further agreed to waive any events of default as a result of the delay in payment.

The foregoing description of the Amendment Agreement do not purport to be complete and are qualified in their entirety by references to the Amendment Agreement filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.

Item 3.02 Unregistered sales of Equity Securities

The PIK Payment Shares are issued pursuant the exemption provided by Section 3(a)(9) of the Securities Act. Accordingly, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.