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DLH Holdings Corp. – ‘8-K’ for 3/25/20

On:  Wednesday, 3/25/20, at 12:30pm ET   ·   For:  3/25/20   ·   Accession #:  1628280-20-4042   ·   File #:  0-18492

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/25/20  DLH Holdings Corp.                8-K:7,9     3/25/20    2:885K                                   Workiva Inc Wde… FA01/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     27K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML      9K 


‘8-K’   —   Current Report


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 25, 2020 
 
DLH Holdings Corp.
(Exact Name of Registrant as Specified in 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)

(866) 952-1647
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 classTrading Symbol(s)Name of each exchange on which registered
Common StockDLHCNasdaq 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. ☐
  

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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 9.01Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:



Exhibit Number Exhibit Title or Description
   
 
* Furnished herewith.

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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.
   
  By: /s/ Kathryn M. JohnBull
  

  Name: Kathryn M. JohnBull
  Title:   Chief Financial Officer
 Date: March 25, 2020 







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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:3/25/20
9/30/1910-K
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Filing Submission 0001628280-20-004042   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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