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| New Jersey                                                     | 22-1899798 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |

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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)) |

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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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| (c)       | On September 22, 2014, DLH Holdings Corp. (the “Company”) entered into an amendment to its employment agreement (the “Amendment”) with Kathryn M. JohnBull, its Chief Financial Officer, the terms and conditions of which are described below. The following description of the Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.The Amendment provides for an extension of the term of her current employment agreement for a two year period, expiring June 25, 2017.  In addition, pursuant to the Amendment, the Company granted Ms. JohnBull an option to purchase 200,000 shares of common stock under the Company’s 2006 Long Term Incentive Plan, as amended (the “2006 Plan”). The options, to the extent vested, shall be exercisable for a period of ten years at the per share exercise price equal to the fair market value of the Company’s common stock on the execution date of the Amendment, as determined in accordance with the 2006 Plan. Of the options granted, options to purchase 100,000 shares will vest on September 30, 2015 and the remaining options will vest if the closing price of the Company’s common stock equals or exceeds a per share price of 200% of the exercise price for a period of at least ten (10) consecutive trading days. In the event of the termination of Ms. JohnBull’s employment or the occurrence of a change in control, the options granted pursuant to the Amendment will be treated in accordance with the terms and conditions of her original employment agreement. Other than as modified by the Amendment, the provisions of Ms. JohnBull’s original employment agreement remain in full force and effect. |
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| Item 9.01 | Financial Statements and Exhibits |
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|      | Exhibit Number | Exhibit Title or Description |
|      | 10.1 | Amendment to Employment Agreement between the Company and Kathryn M. JohnBull |
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|                                       |   | DLH Holdings Corp. |
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|                                       |   | By:  /s/ Zachary C. Parker |
|                                       |   | Name: Zachary C. Parker |
|                                       |   | Title:   Chief Executive Officer |
|  Date:   September 24, 2014 |   |   |

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| Exhibit Number | Description |
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| 10.1                | Amendment to Employment Agreement between the Company and Kathryn M. JohnBull |