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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):  November 10, 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

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 5.02			Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)     On November 10, 2022, James P. Allen, a member of the Board of Directors of DLH Holdings Corp. (the “Company”), notified the Board of Directors of his decision to not stand for reelection at the Company’s 2023 annual meeting of stockholders. In informing the Board of his decision, Mr. Allen stated that his decision was made for personal reasons as he plans to reduce his professional activities and move one step closer to retirement. He intends to continue to serve on the Board of Directors and on the audit committee until the expiration of his current term at the 2023 annual meeting. Mr. Allen has served on the Company’s Board of Directors since July 2017. The Company did not announce any plans to replace Mr. Allen’s on the Board of Directors at this juncture.

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:  November 14, 2022