DIH Holding US (DHAI) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually for shareholders to vote on five key proposals, including securities issuances, amendments to debenture terms, a reverse stock split, and potential adjournment.

• The Board unanimously recommends voting in favor of all proposals, which are designed to address capital structure, compliance with Nasdaq listing requirements, and future financing flexibility.

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

Voting matters and shareholder proposals

• Proposal 1 seeks approval for potential issuance of over 19.99% of outstanding shares upon conversion of new convertible debentures, as required by Nasdaq rules.

• Proposal 2 requests a reduction in the base conversion price of existing debentures and related warrants, increasing potential dilution.

• Proposal 3 amends additional investment rights, lowering the price and extending the deadline for further investments by the debenture holder.

• Proposal 4 authorizes a reverse stock split up to a 1-for-25 ratio to help maintain Nasdaq listing by increasing share price.

• Proposal 5 allows adjournment of the meeting to solicit more proxies or provide additional disclosures if needed.

Board of directors and corporate governance

• The Board of Directors fixed the record date for voting eligibility and recommends voting in favor of all proposals.

• Directors and executive officers are expected to vote their shares in favor of all proposals.