Registrant’s Telephone Number, Including Area Code
Not Applicable
(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
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 (see General Instruction A.2. below):
¨
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communication 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. ☐
{N0256613 }
Item
7.01
Regulation FD Disclosure.
Effective March 25, 2020, DLH Holdings Corp. (“DLH” or the “Company”) has made available on the investor relations page of its corporate website the information attached hereto as Exhibit 99.1, which presents the Company’s summary of the potential impacts of the COVID-19 outbreak on its business. This information is available under the “Presentations” tab on the investor relations page of DLH’s website
at https://dlhcorp.investorroom.com.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information
incorporated by reference herein.
Forward-Looking Statements
All statements in this Current Report on Form 8-K 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 the DLH’s control.
You can identify forward-looking statements by words such as “expects,”“intends,”“plans,”“anticipates,”“believes,”“estimates,” and similar words or phrases. Forward-looking statements in this written communication include, among others, statements regarding the potential impacts of the COVID-19 pandemic on the
Company’s business. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. The actual result of the impact of the COVID-19 outbreak may differ materially from such forward-looking statements made in this communication due to a variety of factors, including the risk that the consequences of COVID-19 on the U.S. economy, which have already been significant, are changing rapidly and cannot be predicted; the diversion of management’s attention from normal daily operations of the business and the challenges of responding to the urgencies resulting from the outbreak; the impact of the outbreak on the issuance of contract awards in connection with re-competes for present business and/or competition for new business; changes in client budgetary priorities; government contract
procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; and other risks described in the Company’s SEC filings. 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, 2019 and any updating information in subsequent SEC filings. All information in this written communication is as of the date hereof and may become outdated over time. DLH disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
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.