UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 8, 2022 DLH Holdings Corp.
(Exact name of Registrant as Specified in its Charter) | | | | | | | | | | | | | | |
| New Jersey | | 0-18492 | | 22-1899798 |
| (State or Other Jurisdiction of Incorporation | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3565 Piedmont Road, NE, Building 3, Suite 700
Atlanta, GA 30305
(Address of Principal Executive Offices, and Zip Code)
(770) 554-3545
Registrant's telephone number, Including Area Code (Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | DLHC | Nasdaq | Capital Market |
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| 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: |
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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| Item 8.01 | Other Events |
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| | On December 8, 2022, DLH Holdings Corp. (the “Company” or “DLH”) issued a press release announcing that it had entered into a definitive equity purchase agreement and consummated the acquisition of Grove Resource Solutions, LLC. and the financing arrangements supporting the transaction. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. |
| All statements in this Current Report on Form 8-K and the press release filed as Exhibit 99.1 hereto that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent DLH’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside DLH’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in DLH’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and any updating information in subsequent SEC filings. DLH disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law. |
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| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits | |
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| The following exhibit is attached to this Current Report on Form 8-K: |
Exhibit Number | Exhibit Title or Description |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. | | | | | | | | |
| | | DLH Holdings Corp. |
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| | | By: /s/ Kathryn M. JohnBull |
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| | | Name: Kathryn M. JohnBull |
| | | Title: Chief Financial Officer |
| Date: December 8, 2022 | | |
