|                                                                                                                                                                      |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                      |  |  |
| (Mark One)                                                                                                                                                           |   |   |
| ý                                                                                                                                                               |   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended September 30, 2015                                                                                                                    |
| o                                                                                                                                                                    |   | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from            to           |

|                                                                                |
|--------------------------------------------------------------------------------|
|                                                                                |  |  |
| New Jersey(State or other jurisdiction ofincorporation or organization)        |   | 22-1899798(I.R.S. EmployerIdentification No.) |
| 3565 Piedmont Road, NEAtlanta, Georgia(Address of principal executive offices) |   | 30305(Zip Code) |

|                                         |
|-----------------------------------------|
|                                         |  |  |
| Title of Each Class                     |   | Name of Each Exchange on Which Registered |
| COMMON STOCK, PAR VALUE $.001 PER SHARE |   | THE NASDAQ STOCK MARKET, LLC |

|                                     |
|-------------------------------------|
|                                     |  |  |  |  |  |  |
| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer o (do not check if asmaller reporting company) |   | Smaller reporting company ý |

----

|               |
|---------------|
|               |  |  |
|          |   |   |
|          |   | PAGE |
| PART I        |   |
| Item 1.  | Business | 3 |
| Item 1A. | Risk Factors | 8 |
| Item 1B. | Unresolved Staff Comments | 15 |
| Item 2.  | Properties | 15 |
| Item 3.  | Legal Proceedings | 15 |
| Item 4.  | Mine Safety Disclosure | 15 |
| PART II       |   |
| Item 5.  | Market For the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 16 |
| Item 6.  | Selected Financial Data | 17 |
| Item 7.  | Management's Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 30 |
| Item 8.  | Financial Statements and Supplemental Data | 30 |
| Item 9.  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 30 |
| Item 9A. | Controls and Procedures | 30 |
| Item 9B. | Other Information | 31 |
| PART III      |   |
| Item 10. | Directors, Executive Officers and Corporate Governance | 31 |
| Item 11. | Executive Compensation | 31 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 32 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 32 |
| Item 14. | Principal Accountant Fees and Services | 32 |
| PART IV       |   |
| Item 15. | Exhibits and Financial Statement Schedules | 32 |

----

----

|         |                                                                                               |
|---------|-----------------------------------------------------------------------------------------------|
| • | high barriers for entry into the selected healthcare and logistics markets in which we serve; |

|         |                                                                                          |
|---------|------------------------------------------------------------------------------------------|
| • | substantial component of our employee base possess specialized credentials and licenses; |

|         |                                                                                     |
|---------|-------------------------------------------------------------------------------------|
| • | over 90% of our revenue is derived from prime contracts with the US Government; |

|         |                                                                                                                                                             |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | strong past performance record, as evidenced by our DVA customer scoring the highest in overall satisfaction in the J.D. Power National Pharmacy Study; and |

|         |                                                                                                                       |
|---------|-----------------------------------------------------------------------------------------------------------------------|
| • | targeted expansion is in critical national priority markets (healthcare and health IT) with Federal budget stability. |

----

----

----

|                     |
|---------------------|
|                     |  |  |  |  |  |
| Name                |   | Age |   | Positions |
| Zachary C. Parker   |   | 58 |  |   | President, Chief Executive Officer and Director |
| Kathryn M. JohnBull |   | 56 |  |   | Chief Financial Officer |
| John F. Armstrong   |   | 66 |  |   | Executive Vice President |
| Kevin Wilson        |   | 50 |  |   | President, DLH Solutions, Inc. |

----

----

----

----

----

----

|         |                                                                                    |
|---------|------------------------------------------------------------------------------------|
| • | increased competition for acquisitions may increase the costs of our acquisitions; |

|         |                                                                                                                                                                                                                                                                                                                                             |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | non-discovery or non-disclosure of material liabilities during the due diligence process, including omissions by prior owners of any acquired businesses or their employees in complying with applicable laws or regulations, or their inability to fulfill their contractual obligations to the federal government or other customers; and |

|         |                                                                           |
|---------|---------------------------------------------------------------------------|
| • | acquisition financing may not be available on reasonable terms or at all. |

----

|         |                                          |
|---------|------------------------------------------|
| • | require certain supermajority votes; and |

|         |                                                                                                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | establish certain advance notice procedures for nomination of candidates for election as directors and for shareholders' proposals to be considered at shareholders' meetings. |

----

|                                    |
|------------------------------------|
|                                    |  |  |  |  |
| Location                           | Approximate Square Feet |   | Expiration Date |
|                               |   |   |   |
| Corporate Headquarters             |   |   |   |
|                               | 3565 Piedmont Road, NE, Building 3, Suite 700 | 12,275 |   | 4/31/2024 |
|                               | Atlanta, GA 30305 |   |   |   |
|                               |   |   |   |   |
| Additional Atlanta office location |   |   |   |
|                               | 1776 Peachtree Street, Suite 300S | 3,925 |   | 7/31/2017 |
|                               | Atlanta, GA 30309 |   |   |   |

----

|                  |
|------------------|
|                  |  |  |  |  |  |  |  |  |
| FISCAL YEAR 2015 |   | LOW |   | HIGH |
| 1st Quarter |   | $ | 1.70 |  |   | $ | 3.65 |  |
| 2nd Quarter |   | $ | 1.86 |  |   | $ | 2.50 |  |
| 3rd Quarter |   | $ | 1.85 |  |   | $ | 2.79 |  |
| 4th Quarter |   | $ | 2.25 |  |   | $ | 3.50 |  |

|                  |
|------------------|
|                  |  |  |  |  |  |  |  |  |
| FISCAL YEAR 2014 |   | LOW |   | HIGH |
| 1st Quarter |   | $ | 1.02 |  |   | $ | 1.74 |  |
| 2nd Quarter |   | $ | 1.44 |  |   | $ | 3.50 |  |
| 3rd Quarter |   | $ | 1.28 |  |   | $ | 2.48 |  |
| 4th Quarter |   | $ | 1.74 |  |   | $ | 2.10 |  |

----

|                                                         |
|---------------------------------------------------------|
|                                                         |  |  |  |  |  |  |  |  |  |  |  |
| Equity Compensation Plan Information(*)                 |
| Plan Category                                           | (a)Number of Securitiesto be issuedupon exercise ofoutstanding options,warrants and rights |   |   |   | (b)Weighted Averageexercise price ofoutstanding options,warrants and rights(or fair value atdate of grant) |   | (c)Number of securitiesremaining available forfuture issuances underequity compensationplans (excluding securitiesreflected in column (a)) |
| Equity Compensation Plans Approved by Security Holders: |   |  |   |   |   |   |  |   |   |  |
| 2006 Long Term Incentive Plan                           | 2,324,000 |  |   |   |   | $ | 1.40 |  |   | 864,097 |  |
| Equity Compensation Plans Not Approved by Stockholders  | 20,000 |  |   | (1) |   | $ | 2.28 |  |   | — |  |

|     |                                                                       |
|-----|-----------------------------------------------------------------------|
| (1) | Consists of warrants to purchase common stock issued to a consultant. |

|                      |
|----------------------|
|                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                 |   |   |   |   |   |   |   |   |   |   | ($ in thousands) |
| Period               |   | Total Numberof SharesPurchased |   | Average PricePaid Per Share |   | Total Number ofShares Purchased As Part of PubliclyAnnounced Programs |   | Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program |
| First Quarter Total  |   | 1,353 |  |   | $ | 1.98 |  |   |   | 1,353 |  |   |   |   | $ | 256 |  |   |
| Second Quarter Total |   | 76,600 |  |   | $ | 2.25 |  |   |   | 76,600 |  |   |   |   | $ | 85 |  |   |
| Third Quarter Total  |   | 3,907 |  |   | $ | 2.03 |  |   |   | 3,907 |  |   |   |   | $ | 77 |  |   |
| July 2015            |   | — |  |   | $ | — |  |   |   | — |  |   |   |   | $ | 77 |  |   |
| August 2015          |   | — |  |   | $ | — |  |   |   | — |  |   |   |   | $ | 77 |  |   |
| September 2015       |   | — |  |   | $ | — |  |   |   | — |  |   |   |   | $ | 77 |  |   |
| Fourth Quarter Total |   | — |  |   | $ | — |  |   |   | — |  |   |   |   | $ | 77 |  |   |

----

|         |                    |
|---------|--------------------|
| • | behavioral health; |

|         |                      |
|---------|----------------------|
| • | telehealth services; |

|         |                                |
|---------|--------------------------------|
| • | medication therapy management; |

|         |                        |
|---------|------------------------|
| • | health IT commodities; |

|         |                     |
|---------|---------------------|
| • | process management; |

|         |                  |
|---------|------------------|
| • | case management; |

|         |                               |
|---------|-------------------------------|
| • | clinical systems support; and |

|         |                      |
|---------|----------------------|
| • | healthcare delivery. |

----

|                                    |
|------------------------------------|
|                                    |  |  |  |  |
|                               |   | Fiscal Year Ended |   | Fiscal Year Ended |
| Revenue Stream                     |   | September 30, 2015 |   | September 30, 2014 |
| Healthcare Delivery Solutions      |   | 53% |   | 52% |
| Logistics & Technical Services |   | 47% |   | 48% |

----

----

----

|                                                      |
|------------------------------------------------------|
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                 |  | Year Ended |   |   |   |   |
| Consolidated Statement of Operations: |  | September 30, 2015 |   | September 30, 2014 |   | Change (lower) |
| Revenue                                              |  | $ | 65,346 |  |   | 100.0 |  % |   | $ | 60,493 |  |   | 100.0 |  % |   | $ | 4,853 |  |   | — |  % |
| Direct expenses                                      |  | 53,658 |  |   | 82.1 |  % |   | 51,534 |  |   | 85.2 |  % |   | 2,124 |  |   | (3.1 | )% |
| Gross margin                                         |  | 11,688 |  |   | 17.9 |  % |   | 8,959 |  |   | 14.8 |  % |   | 2,729 |  |   | 3.1 |  % |
| General and administrative expenses                  |  | 9,137 |  |   | 14.0 |  % |   | 8,089 |  |   | 13.4 |  % |   | 1,048 |  |   | 0.6 |  % |
| Depreciation and amortization                        |  | 55 |  |   | 0.1 |  % |   | 106 |  |   | 0.2 |  % |   | (51 | ) |   | (0.1 | )% |
| Income from operations                               |  | 2,496 |  |   | 3.8 |  % |   | 764 |  |   | 1.3 |  % |   | 1,732 |  |   | 2.5 |  % |
| Other income (expense), net                          |  | 744 |  |   | 1.1 |  % |   | (4 | ) |   | — |  % |   | 748 |  |   | 1.1 |  % |
| Income before income taxes                           |  | 3,240 |  |   | 5.0 |  % |   | 760 |  |   | 1.3 |  % |   | 2,480 |  |   | 3.7 |  % |
| Income tax expense(benefit)                          |   | (5,488 | ) |   | (8.4 | )% |   | (4,597 | ) |   | (7.6 | )% |   | 891 |  |   | (0.8 | )% |
| Net income                                           |   | $ | 8,728 |  |   | 13.4 |  % |   | $ | 5,357 |  |   | 8.9 |  % |   | $ | 3,371 |  |   | 4.5 |  % |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Income before taxes per share - basic (ref a)        |   | $ | 0.34 |  |   |   |   | $ | 0.08 |  |   |   |   | $ | 0.26 |  |   |   |
| Income before taxes per share - diluted (ref a)      |   | $ | 0.32 |  |   |   |   | $ | 0.08 |  |   |   |   | $ | 0.24 |  |   |   |
|                                                 |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income per share - basic                         |   | $ | 0.91 |  |   |   |   | $ | 0.56 |  |   |   |   | $ | 0.35 |  |   |   |
| Net income per share - diluted                       |   | $ | 0.87 |  |   |   |   | $ | 0.54 |  |   |   |   | $ | 0.33 |  |   |   |

----

----

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |  |  |  |  |  |
|                                              |   | Year Ended |
|                                                   |  | September 30, |
| ($ in thousands except per share amounts)         |  | 2015 |   | 2014 |   | Change |
| Net income                                        |  | $ | 8,728 |  |   | $ | 5,357 |  |   | $ | 3,371 |  |
| (i) Interest and other (income) expenses (net)    |  | (744 | ) |   | 4 |  |   | (748 | ) |
| (ii) Provision for taxes                          |  | (5,488 | ) |   | (4,597 | ) |   | (891 | ) |
| (iii) Depreciation and amortization               |  | 55 |  |   | 106 |  |   | (51 | ) |
| (iv) G&A expenses - equity grants             |  | 479 |  |   | 472 |  |   | 7 |  |
|  EBITDA adjusted for other non-cash charges  |  | $ | 3,030 |  |   | $ | 1,342 |  |   | $ | 1,688 |  |
|                                              |   |   |   |   |   |   |
| Weighted-average outstanding shares fully diluted |   | 10,039 |  |   | 9,839 |  |   | 200 |  |
|                                              |   |   |   |   |   |   |
| Fully diluted EPS on GAAP net income              |   | $ | 0.87 |  |   | $ | 0.54 |  |   | $ | 0.33 |  |
| Adjustments to derive adjusted EBITDA EPS:        |   |  |   |  |   |   |
| (i) Interest and other expenses, net         |   | $ | (0.07 | ) |   | $ | — |  |   | $ | (0.07 | ) |
| (ii) Provision for income taxes              |   | $ | (0.56 | ) |   | $ | (0.46 | ) |   | $ | (0.10 | ) |
| (iii) Depreciation and amortization          |   | $ | 0.01 |  |   | $ | 0.01 |  |   | $ | — |  |
| (iv) G&A expenses — equity grants  |   | $ | 0.05 |  |   | $ | 0.05 |  |   | $ | — |  |
| Diluted EPS on Adjusted EBITDA                    |   | $ | 0.30 |  |   | $ | 0.14 |  |   | $ | 0.16 |  |

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |
|                                                       |   |   | Year Ended |
|                                                       | Ref |   | 09/30/15 |
| Cash and cash equivalents                                  | (a) |   | $5.6 |
| Borrowing on line of credit                                | (b) |   | $0.0 |
| Line of credit availability                                | (c) |   | $2.6 |
| Adjusted EBITDA                                            | (d) |   | $3.0 |
| Cash flows from operating activities                       | (e) |   | $2.0 |
| Cash flows used in investing and financing activities      | (f) |   | $(0.3) |
| Working capital (current assets minus current liabilities) | (g) |   | $4.6 |

----

----

|                                  |
|----------------------------------|
|                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                             |   |   |   | Payments Due By Period |   |   |
| Obligations                      |   |   |   | Less than |   | 2-3 |   | 4-5 |   | More than 5 |
| (Amounts in thousands) |   | Total |   | 1 Year |   | Years |   | Years |   | Years |
| Loan Payable (1)                 |   | $ | — |  |   | $ | — |  |   | $ | — |  |   | $ | — |  |   | $ | — |  |
| Operating Leases (2)             |   | 2,298 |  |   | 161 |  |   | 530 |  |   | 550 |  |   | 1,057 |  |
| Total Obligations                |   | $ | 2,298 |  |   | $ | 161 |  |   | $ | 530 |  |   | $ | 550 |  |   | $ | 1,057 |  |

----

|                                                                                                       |
|-------------------------------------------------------------------------------------------------------|
|                                                                                                       |  |
|                                                                                                  | (in thousands) |
|                                                                                                  |   |
| Reduction of accounts receivable related to retroactive payment claim                                 | ($9,306) |
| Reduction of accrued payroll related to retroactive wage and benefit payments     | $8,677 |
| Net other (expense)                                                                                   | ($629) |

|                                                                                                                   |
|-------------------------------------------------------------------------------------------------------------------|
|                                                                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                                              |   | As Filed |   |   |   | Pro forma |
|                                                                                                              |   | September 30, 2014 |   | Current Report |   | September 30, 2014 |
| ASSETS                                                                                                            |   |   |   |   |   |   |
| Current assets:                                                                                                   |   |   |   |   |   |   |
| Cash and cash equivalents                                                                                         |   | $ | 3,908 |  |   |   |   | $ | 3,908 |  |
| Accounts receivable, net                                                                                          |   | 12,372 |  |   | $ | (9,306 | ) |   | 3,066 |  |
| Deferred taxes, net                                                                                               |   | 84 |  |   |   |   | 84 |  |
| Other current assets                                                                                              |   | 510 |  |   |   |   | 510 |  |
| Total current assets                                                                                              |   | 16,874 |  |   | (9,306 | ) |   | 7,568 |  |
| Equipment and improvements, net                                                                                   |   | 63 |  |   |   |   | 63 |  |
| Deferred taxes, net                                                                                               |   | 4,513 |  |   |   |   | 4,513 |  |
| Goodwill                                                                                                          |   | 8,595 |  |   |   |   | 8,595 |  |
| Other long-term assets                                                                                            |   | 27 |  |   |   |   | 27 |  |
| Total assets                                                                                                      |   | $ | 30,072 |  |   | $ | (9,306 | ) |   | $ | 20,766 |  |
| LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                        |   |   |   |   |   |   |
| Current liabilities:                                                                                              |   |   |   |   |   |   |
| Accrued payroll                                                                                                   |   | $ | 11,465 |  |   | $ | (8,677 | ) |   | $ | 2,788 |  |
| Accounts payable, accrued expenses, and other current liabilities                                                 |   | 4,746 |  |   |   |   | 4,746 |  |
| Total current liabilities                                                                                         |   | 16,211 |  |   | (8,677 | ) |   | 7,534 |  |
| Other long term liabilities                                                                                       |   | 15 |  |   |   |   | 15 |  |
| Total liabilities                                                                                                 |   | 16,226 |  |   | (8,677 | ) |   | 7,549 |  |
| Commitments and contingencies                                                                                     |   |   |   |   |   |   |
| Shareholders' equity:                                                                                             |   |   |   |   |   |   |
| Preferred stock, $.10 par value; authorized 5,000 shares, none issued and outstanding                             |   | — |  |   |   |   | — |  |
| Common stock, $.001 par value; authorized 40,000 shares; issued 9,568 and outstanding 9,566 at September 30, 2014 |   | 10 |  |   |   |   | 10 |  |
| Additional paid-in capital                                                                                        |   | 76,083 |  |   |   |   | 76,083 |  |
| Accumulated deficit                                                                                               |   | (62,244 | ) |   | (629 | ) |   | (62,873 | ) |
| Treasury stock, 2 shares at cost at September 30, 2014                                                            |   | (3 | ) |   |   |   | (3 | ) |
| Total shareholders’ equity                                                                                  |   | 13,846 |  |   | (629 | ) |   | 13,217 |  |
| Total liabilities and shareholders' equity                                                                        |   | $ | 30,072 |  |   | $ | (9,306 | ) |   | $ | 20,766 |  |

----

----

----

----

|     |                                     |
|-----|-------------------------------------|
| (a) | (1)  Financial Statements |

|     |                                             |
|-----|---------------------------------------------|
| (a) | (2)  Financial Statement Schedule |

|     |                         |
|-----|-------------------------|
| (a) | (3)  Exhibits |

|             |
|-------------|
|             |  |  |  |
| Exhibit No. |   | Description |
| 3.1         |  |   | Amended and Restated Certificate of Incorporation (filed as Exhibit A to Definitive Proxy Statement dated May 1, 2000 as filed with the Securities and Exchange Commission). |
| 3.2         |  |   | Amended By-Laws of Registrant adopted as of May 15, 2001 (filed as Exhibit 3.4 to the Registration Statement on Form S-4 File No. 333-61730). |
| 3.3         |  |   | Amended and restated By-Laws of Registrant adopted as of August 29, 2001 (filed as Exhibit 3.5 to the Registrant's Form S-3 filed on December 27, 2001). |
| 3.4         |  |   | Amendment to By-Laws of Registrant adopted November 8, 2007 (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on November 13, 2007). |
| 3.5         |  |   | Amendment to Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit B to Definitive Proxy Statement dated March 13, 2008 as filed with the Securities and Exchange Commission). |
| 3.6         |  |   | Amendment to Amended and Restated Certificate of Incorporation of the Company filed June 25, 2012 (filed as Exhibit 3.1 to Current Report on Form 8-K filed on June 26, 2012). |
| 3.7         |  |   | Amendment to Amended and Restated Certificate of Incorporation filed February 12, 2015 (filed as Annex A to the Company’s Proxy Statement dated December 31, 2014). |
| 4.1         |  |   | Specimen of the Common Stock Certificate (Exhibit 4.1 to Registration Statement on Form S-18, File No. 33-46246-NY). |

----

|       |
|-------|
|       |  |  |  |
| 4.2   |  |   | Form of Warrant Issued in October 2011 (filed as Exhibit 4.1 to Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011). |
| 10.1  |  | # | Form Notice of Restricted Stock Bonus Award and Restricted Stock Agreement (filed as Exhibit 10.2 to the Form 10-Q filed on May 15, 2006). |
| 10.2  |  | # | Employment Agreement between the Company and Zachary C. Parker, dated February 9, 2010 (filed as Exhibit 10.1 to Current Report on Form 8-K filed on February 11, 2010). |
| 10.3  |  | # | Form of Stock Option Award under 2006 Long Term Incentive Plan (filed as Exhibit 10.6 to Quarterly Report on Form 10-Q filed on February 16, 2010). |
| 10.4  |  | † | Loan and Security Agreement, dated as of July 29, 2010, between Teamstaff Government Solutions, Inc. and Presidential Financial Corporation (filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 16, 2010). |
| 10.5  |  |   | Secured Promissory Note, dated July 29, 2010, executed by TeamStaff Government Solutions, Inc.(filed as Exhibit 10.2 to Quarterly Report on Form 10-Q filed on August 16, 2010). |
| 10.6  |  |   | Corporate Guaranty Agreement, dated July 29, 2010, executed by TeamStaff, Inc. (filed as Exhibit 10.3 to Quarterly Report on Form 10-Q filed on August 16, 2010). |
| 10.7  |  |   | Amendment to Secured Promissory Note and Loan and Security Agreement with Presidential Financial Corporation (filed as Exhibit 10.1 to Current Report on Form 8-K, filed on August 27, 2010). |
| 10.8  |  |   | Second Amendment to Secured Promissory Note and Loan and Security Agreement with Presidential Financial Corporation (filed as Exhibit 10.1 to Current Report on Form 8-K, filed on November 30, 2010). |
| 10.9  |  |   | Third Amendment to Secured Promissory Note and Loan and Security Agreement with Presidential Financial Corporation, dated February 9, 2011 (filed as Exhibit 10.35 to Annual Report on Form 10-K for the fiscal year ended September 30, 2010). |
| 10.10 |  | # | 2006 Long Term Incentive Plan, as amended (filed as Exhibit A to the Proxy Statement dated July 18, 2011) with respect to the Annual Meeting of Shareholders held on August 18, 2011). |
| 10.11 |  | # | Amendment to Employment Agreement between the Company and Zachary C. Parker (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011). |
| 10.12 |  |   | Fourth Amendment to Secured Promissory Note and Loan and Security Agreement with Presidential Financial Corporation dated November 30, 2011 (filed as Exhibit 10.44 to Annual Report on Form 10-K for the fiscal year ended September 30, 2011). |
| 10.13 |  |   | Amendment to Secured Promissory Note and Loan Agreement dated as of May 18, 2012 (filed as Exhibit 10.1 to Current Report on Form 8-K filed May 24, 2012). |
| 10.14 |  | # | Employment Agreement with Kathryn M. JohnBull (filed as Exhibit 10.1 to Current Report on Form 8-K filed June 29, 2012). |
| 10.15 |  | # | Amendment to Employment Agreement with Zachary C. Parker (filed as Exhibit 10.1 to Current Report on Form 8-K filed November 12, 2012). |
| 10.16 |  | # | Employment Agreement between the Company and Kevin Wilson (filed as Exhibit 10.1 to Current Report on Form 8-K dated October 3, 2013). |
| 10.17 |  | # | Employment Agreement between the Company and John F. Armstrong (filed as Exhibit 10.1 to Current Report on Form 8-K filed on December 4, 2013). |
| 10.18 |  | # | 2006 Long Term Incentive Plan, as amended (filed as Annex A to the Company’s Proxy Statement dated January 3, 2014). |
| 10.19 |  |   | Sixth Amendment to Secured Promissory Note and Loan Agreement (filed as Exhibit 10.1 to Current Report on Form 8-K filed April 2, 2014). |
| 10.20 |  | # | Amendment to Employment Agreement with Kathryn M. JohnBull (filed as Exhibit 10.1 to Current Report on Form 8-K filed September 24, 2014). |
| 10.21 |  | # | Amendment to Employment Agreement with Zachary C. Parker (filed on August 5, 2015 as Exhibit 10.2 to Quarterly Report on Form 10-Q filed on August 5, 2015). |
| 10.22 |  |   | Lease Agreement dated April 27, 2015 between DLH Holdings Corp. and Piedmont Center, 1-4 LLC (filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 5, 2015) |
| 10.23 |  | # | Amendment to Employment Agreement with Kevin Wilson (filed as Exhibit 10.1 to Current Report on Form 8-K filed October 2, 2015). |

----

|       |
|-------|
|       |  |  |  |
| 10.24 |  | # | Amendment to Employment Agreement with John F. Armstrong (filed as Exhibit 10.2 to Current Report on Form 8-K filed October 2, 2015). |
| 14.00 |  |   | Code of Ethics (Exhibit 14.1 to Annual Report on Form 10-K for the fiscal year ended September 30, 2003). |
| 21.00 |  | * | Subsidiaries of Registrants. |
| 23.10 |  | * | Consent of WithumSmith+Brown, PC |
| 31.10 |  | * | Certification of Chief Executive Officer pursuant to Section 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a). |
| 31.20 |  | * | Certification of Chief Financial Officer pursuant to Section 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a). |
| 32.10 |  | * | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 17 CFR 240.13a-14(b) or 17 CFR 240.15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. |
| 101.0 |  | * | The following financial information from the DLH Holdings Corp. Annual Report on Form 10-K for the fiscal year ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements Of Shareholders' Equity and, (v) the Notes to the Consolidated Financial Statements. |

|         |                                                                                                                                                                                                                                                                    |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| † | Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |

----

|        |
|--------|
|        |  |  |  |  |
|   |   |   |   |   |
|   |   | DLH HOLDINGS CORP. |
|   |   |   |   | /s/ ZACHARY C. PARKER |
|   |   | By: |   | Zachary C. Parker Chief Executive Officer(Principal Executive Officer) |

|                                 |
|---------------------------------|
|                                 |  |  |
| Signature                       | Capacity | Date |
|                            |   |   |
| /s/ FREDERICK G. WASSERMAN | Chairman of the Board | December 16, 2015 |
| Frederick G. Wasserman          |   |   |
|                            |   |   |
| /s/ T. STEPHEN JOHNSON     | Director | December 16, 2015 |
| T. Stephen Johnson              |   |   |
|                            |   |   |
| /s/ MARTIN J. DELANEY      | Director | December 16, 2015 |
| Martin J. Delaney               |   |   |
|                            |   |   |
| /s/ WILLIAM H. ALDERMAN    | Director | December 16, 2015 |
| William H. Alderman             |   |   |
|                            |   |   |
| /s/ AUSTIN J. YERKS III    | Director | December 16, 2015 |
| Austin J. Yerks III             |   |   |
|                            |   |   |
| /s/ ELDER GRANGER          | Director | December 16, 2015 |
| Elder Granger                   |   |   |
|                            |   |   |
| /s/ ZACHARY C. PARKER      | Chief Executive Officer, President and Director | December 16, 2015 |
| Zachary C. Parker               |   |   |
|                            |   |   |
| /s/ KATHRYN M. JOHNBULL    | Chief Financial Officer and Principal Accounting Officer | December 16, 2015 |
| Kathryn M. JohnBull             |   |   |

----

|                                                                                                      |
|------------------------------------------------------------------------------------------------------|
|                                                                                                      |  |  |
|                                                                                                 | Page |
| Report of Independent Registered Public Accounting Firm                                              |   | F-2 |
| Consolidated Statements of Operations for the years ended September 30, 2015 and 2014           |   | F-3 |
| Consolidated Balance Sheets as of September 30, 2015 and 2014                                   |   | F-4 |
| Consolidated Statements of Cash Flows for the years ended September 30, 2015 and 2014           |   | F-5 |
| Consolidated Statements of Shareholders' Equity for the years ended September 30, 2015 and 2014 |   | F-6 |
| Notes to Consolidated Financial Statements                                                           |   | F-7 |

----

----

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |
|                                            |  | Year Ended |
|                                       |  | September 30, |
|                                       |  | 2015 |   | 2014 |
| Revenue                                    |  | $ | 65,346 |  |   | $ | 60,493 |  |
| Direct expenses                            |  | 53,658 |  |   | 51,534 |  |
| Gross margin                               |  | 11,688 |  |   | 8,959 |  |
| General and administrative expenses        |  | 9,137 |  |   | 8,089 |  |
| Depreciation and amortization              |  | 55 |  |   | 106 |  |
| Income from operations                     |  | 2,496 |  |   | 764 |  |
| Total other income (expense), net          |   | 744 |  |   | (4 | ) |
| Income before income taxes                 |  | 3,240 |  |   | 760 |  |
| Income tax expense(benefit)                |  | (5,488 | ) |   | (4,597 | ) |
| Net income                                 |  | $ | 8,728 |  |   | $ | 5,357 |  |
|                                       |   |   |   |   |
| Earnings per share - basic                 |  | $ | 0.91 |  |   | $ | 0.56 |  |
| Earnings per share - diluted               |   | $ | 0.87 |  |   | $ | 0.54 |  |
|                                       |   |   |   |   |
| Weighted average common shares outstanding |   |   |   |   |
| Basic                                      |  | 9,573 |  |   | 9,570 |  |
| Diluted                                    |  | 10,039 |  |   | 9,839 |  |

----

|                                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                      |  |  |  |  |  |  |  |  |
|                                                                                                                                                                                                      |  |   |  |   |
|                                                                                                                                                                                                      |  | September 30, 2015 |  | September 30, 2014 |
| ASSETS                                                                                                                                                                                               |  |   |  |   |  |
| Current assets:                                                                                                                                                                                      |  |   |  |   |  |
| Cash and cash equivalents                                                                                                                                                                            |  | $ | 5,558 |  |  | $ | 3,908 |  |
| Accounts receivable, net                                                                                                                                                                             |  | 3,286 |  |  | 12,372 |  |
| Deferred taxes, net                                                                                                                                                                                  |   | 982 |  |   | 84 |  |
| Other current assets                                                                                                                                                                                 |  | 429 |  |  | 510 |  |
| Total current assets                                                                                                                                                                                 |  | 10,255 |  |  | 16,874 |  |
| Equipment and improvements, net                                                                                                                                                                      |  | 336 |  |   | 63 |  |
| Deferred taxes, net                                                                                                                                                                                  |   | 9,325 |  |   | 4,513 |  |
| Goodwill                                                                                                                                                                                             |  | 8,595 |  |  | 8,595 |  |
| Other long-term assets                                                                                                                                                                               |  | 113 |  |  | 27 |  |
| Total assets                                                                                                                                                                                         |  | $ | 28,624 |  |  | $ | 30,072 |  |
| LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                                                           |   |   |   |   |  |
| Current liabilities:                                                                                                                                                                                 |   |   |   |   |  |
| Accrued payroll                                                                                                                                                                                      |   | $ | 2,795 |  |   | $ | 11,465 |  |
| Accounts payable, accrued expenses, and other current liabilities                                                                                                                                    |   | 2,851 |  |   | 4,746 |  |
| Total current liabilities                                                                                                                                                                            |   | 5,646 |  |   | 16,211 |  |
| Other long term liabilities                                                                                                                                                                          |   | 109 |  |   | 15 |  |
| Total liabilities                                                                                                                                                                                    |   | 5,755 |  |   | 16,226 |  |
| Commitments and contingencies                                                                                                                                                                        |   |  |  |   |  |  |
| Shareholders' equity:                                                                                                                                                                                |   |   |   |   |
| Preferred stock, $.10 par value; authorized 5,000 shares, none issued and outstanding                                                                                                                |   | — |  |   | — |  |
| Common stock, $.001 par value; authorized 40,000 shares; issued 9,551 at September 30, 2015 and 9,568 at September 30, 2014; outstanding 9,551 at September 30, 2015 and 9,566 at September 30, 2014 |   | 10 |  |   | 10 |  |
| Additional paid-in capital                                                                                                                                                                           |   | 76,375 |  |   | 76,083 |  |
| Accumulated deficit                                                                                                                                                                                  |   | (53,516 | ) |   | (62,244 | ) |
| Treasury stock, 0 shares at cost at September 30, 2015 and 2 shares at cost at September 30, 2014                                                                                                    |   | — |  |   | (3 | ) |
| Total shareholders’ equity                                                                                                                                                                     |   | 22,869 |  |   | 13,846 |  |
| Total liabilities and shareholders' equity                                                                                                                                                           |   | $ | 28,624 |  |   | $ | 30,072 |  |

----

|                                                                                                       |
|-------------------------------------------------------------------------------------------------------|
|                                                                                                       |  |  |  |  |  |  |  |  |
|                                                                                                  |   | Year Ended |
|                                                                                                  |   | September 30, |
|                                                                                                  |   | 2015 |   | 2014 |
| Operating activities                                                                                  |   |   |   |   |
| Net income                                                                                            |   | $ | 8,728 |  |   | $ | 5,357 |  |
| Adjustments to reconcile net income to net cash provided by operating activities:                     |   |   |   |   |
| Depreciation and amortization including financing costs                                               |   | 55 |  |   | 116 |  |
| Change in fair value of derivative financial instruments                                              |   | — |  |   | (99 | ) |
| Non-cash equity grants                                                                                |   | 479 |  |   | 472 |  |
| Deferred taxes, net                                                                                   |   | (5,710 | ) |   | (4,597 | ) |
| Settlement of retroactive payment claim, net                                                          |   | 629 |  |   | — |  |
| Settlement of legacy payroll tax issue, net                                                           |   | (1,477 | ) |   | — |  |
| Changes in operating assets and liabilities                                                           |   |   |   |   |
| Accounts receivable                                                                                   |   | (220 | ) |   | (429 | ) |
| Other current assets                                                                                  |   | 83 |  |   | 89 |  |
| Other assets                                                                                          |   | — |  |   | 1,030 |  |
| Accounts payable, accrued payroll, accrued expenses and other current liabilities                     |   | (506 | ) |   | (269 | ) |
| Other long term assets/liabilities                                                                    |   | (78 | ) |   | (5 | ) |
| Net cash provided by operating activities                                                             |   | 1,983 |  |   | 1,665 |  |
|                                                                                                  |   |   |   |   |
| Investing activities                                                                                  |   |   |   |   |
| Purchase of equipment and improvements                                                                |   | (142 | ) |   | (13 | ) |
| Net cash used in investing activities                                                                 |   | (142 | ) |   | (13 | ) |
|                                                                                                  |   |   |   |   |
| Financing activities                                                                                  |   |   |   |   |
| Net payments on bank loan payable                                                                     |   | — |  |   | (951 | ) |
| Repayments of capital lease obligations                                                               |   | (8 | ) |   | (22 | ) |
| Net repayment on convertible debentures                                                               |   | — |  |   | (140 | ) |
| Proceeds from stock purchase                                                                          |   | — |  |   | 52 |  |
| Repurchased shares of common stock held as treasury stock                                             |   | — |  |   | 21 |  |
| Repurchased shares of common stock subsequently canceled                                              |   | (183 | ) |   | (112 | ) |
| Net cash used in financing activities                                                                 |   | (191 | ) |   | (1,152 | ) |
|                                                                                                  |   |   |   |   |
| Net decrease in cash and cash equivalents                                                             |   | 1,650 |  |   | 500 |  |
| Cash and cash equivalents at beginning of period                                                      |   | 3,908 |  |   | 3,408 |  |
| Cash and cash equivalents at end of period                                                            |   | $ | 5,558 |  |   | $ | 3,908 |  |
|                                                                                                  |   |   |   |   |
| Supplemental disclosures of cash flow information                                                     |   |   |   |   |
| Cash paid during the period for interest                                                              |   | $ | 36 |  |   | $ | 124 |  |
| Equipment purchases with capital leases                                                               |   | $ | 187 |  |   | $ | — |  |
| Cash paid during the period for income taxes                                                          |   | $ | — |  |   | $ | — |  |
| Non-cash settlement of warrants                                                                       |   | $ | — |  |   | $ | 62 |  |
| Reduction of accounts receivable related to retroactive payment claim                                 |   | $ | (9,306 | ) |   | $ | — |  |
| Reduction of accrued payroll related to retroactive wage and benefit payments     |   | $ | 8,677 |  |   | $ | — |  |
| Reduction of accrued payroll taxes related to legacy payroll tax issue                                |   | $ | (1,477 | ) |   | $ | — |  |

----

|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                     |   | Common Stock |   | (1) |   |   |   | Treasury Stock |   | (1) |
|                                                     |   | AdditionalPaid-InCapital |   | AccumulatedDeficit |   |   |
|                                                     |   | Shares |   | Amount |   | Shares |   | Amount |   | Total Shareholders' Equity |
| BALANCE, September 30, 2013                         |   | 9,318 |  |   | $ | 9 |  |   | $ | 75,400 |  |   | $ | (67,601 | ) |   | 2 |  |   | $ | (24 | ) |   | $ | 7,784 |  |
| Director restricted stock grants                         |   | 80 |  |   |  |  |   | 109 |  |   | — |  |   | — |  |   | — |  |   | 109 |  |
| Expense related to employee stock option grants          |   | — |  |   | — |  |   | 363 |  |   | — |  |   | — |  |   | — |  |   | 363 |  |
| Exercise of convertible debentures                       |   | 168 |  |   | — |  |   | 209 |  |   | — |  |   | — |  |   | — |  |   | 210 |  |
| Exercise of warrants                                     |   | 54 |  |   | 1 |  |   | 114 |  |   | — |  |   | — |  |   | — |  |   | 114 |  |
| Cancellations of shares                                  |   | (52 | ) |   | — |  |   | (112 | ) |   | — |  |   | (2 | ) |   | 24 |  |   | (88 | ) |
| Purchase of common stock                                 |   | (2 | ) |   | — |  |   |   |   | — |  |   | 2 |  |   | (3 | ) |   | (3 | ) |
| Net income                                               |   | — |  |   | — |  |   | — |  |   | 5,357 |  |   | — |  |   | — |  |   | 5,357 |  |
| BALANCE, September 30, 2014                         |   | 9,566 |  |   | $ | 10 |  |   | $ | 76,083 |  |   | $ | (62,244 | ) |   | 2 |  |   | $ | (3 | ) |   | $ | 13,846 |  |
| Director restricted stock grants                         |   | 66 |  |   | — |  |   | 177 |  |   | — |  |   | — |  |   | — |  |   | 177 |  |
| Expense related to employee stock option grants          |   | — |  |   | — |  |   | 302 |  |   | — |  |   | — |  |   | — |  |   | 302 |  |
| Repurchased shares of common stock subsequently canceled |   | (81 | ) |   | — |  |   | (186 | ) |   | — |  |   | (2 | ) |   | 3 |  |   | (183 | ) |
| Net income                                               |   | — |  |   | — |  |   | — |  |   | 8,728 |  |   | — |  |   | — |  |   | 8,728 |  |
| BALANCE, September 30, 2015                         |   | 9,551 |  |   | $ | 10 |  |   | $ | 76,375 |  |   | $ | (53,516 | ) |   | — |  |   | $ | — |  |   | $ | 22,869 |  |

----

----

|                                                |
|------------------------------------------------|
|                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                           |   |   |   |   |   | (in thousands) |   |
|                                           |   |   |   |   | September 30, |   | September 30, |
|                                           |   |   | Ref |   |   | 2015 |   |   |   | 2014 |   |
| Billed receivables                             |   |   |   |   |   | $ | 2,498 |  |   |   |   | $ | 2,569 |  |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |
| Unbilled receivables-retroactive payment claim |   |   | (a) |   |   | — |  |   |   |   | 9,306 |  |   |
| Unbilled receivables-other                     |   |   |   |   |   | 788 |  |   |   |   | 497 |  |   |
| Total unbilled receivables                     |   |   |   |   |   | 788 |  |   |   |   | 9,803 |  |   |
|                                           |   |   |   |   |   |   |   |   |   |   |   |
| Total accounts receivable                      |   |   |   |   |   | 3,286 |  |   |   |   | 12,372 |  |   |
| Less:  Allowance for doubtful accounts         |   |   | (b) |   |   | — |  |   |   |   | — |  |   |
| Accounts receivable, net                       |   |   |   |   |   | $ | 3,286 |  |   |   |   | $ | 12,372 |  |   |

----

|                                        |
|----------------------------------------|
|                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                   |   |   |   |   |   | (in thousands) |   |
|                                   |   |   |   |   | September 30, |   | September 30, |
|                                   |   |   | Ref |   |   | 2015 |   |   |   | 2014 |   |
| Workers’ compensation receivable |   |   | (a) |   |   | $ | 29 |  |   |   |   | $ | 199 |  |   |
| Prepaid insurance expense              |   |   |   |   |   | 156 |  |   |   |   | 176 |  |   |
| Other prepaid expenses                 |   |   |   |   |   | 244 |  |   |   |   | 135 |  |   |
| Other current assets                   |   |   |   |   |   | $ | 429 |  |   |   |   | $ | 510 |  |   |

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                          |   |   |   |   |   | (in thousands) |   |
|                                                          |   |   |   |   | September 30, |   | September 30, |
|                                                          |   |   | Ref |   |   | 2015 |   |   |   | 2014 |   |
| Accrued payroll related to billed receivables                 |   |   |   |   |   | $ | 2,259 |  |   |   |   | $ | 2,440 |  |   |
|                                                          |   |   |   |   |   |   |   |   |   |   |   |
| Accrued payroll related to retroactive payment claim          |   |   | (a) |   |   | $ | — |  |   |   |   | $ | 8,677 |  |   |
| Accrued payroll related to unbilled accounts receivable       |   |   |   |   |   | $ | 536 |  |   |   |   | $ | 348 |  |   |
| Total accrued payroll related to unbilled accounts receivable |   |   | (a) |   |   | $ | 536 |  |   |   |   | $ | 9,025 |  |   |
|                                                          |   |   |   |   |   |   |   |   |   |   |   |
| Total accrued payroll                                         |   |   |   |   |   | $ | 2,795 |  |   |   |   | $ | 11,465 |  |   |

----

|                                                |
|------------------------------------------------|
|                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                           |   |   |   |   |   | (in thousands) |   |
|                                           |   |   |   |   | September 30, |   | September 30, |
|                                           |   |   | Ref |   |   | 2015 |   |   |   | 2014 |   |
| Furniture and equipment                        |   |   |   |   |   | $ | 197 |  |   |   |   | $ | 139 |  |   |
| Computer equipment                             |   |   |   |   |   | 162 |  |   |   |   | 126 |  |   |
| Computer software                              |   |   |   |   |   | 297 |  |   |   |   | 430 |  |   |
| Leasehold improvements                         |   |   |   |   |   | 63 |  |   |   |   | 24 |  |   |
| Total fixed assets                             |   |   |   |   |   | 719 |  |   |   |   | 719 |  |   |
| Less accumulated depreciation and amortization |   |   |   | (383 | ) |   |   |   | (656 | ) |   |
| Equipment and improvements, net                |   |   | (a) |   |   | $ | 336 |  |   |   |   | $ | 63 |  |   |

|                                                      |
|------------------------------------------------------|
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                 |   |   |   | (in thousands) |   |
|                                                 |   |   | September 30, |   | September 30, |
|                                                 | Ref |   |   | 2015 |   |   |   | 2014 |   |
| Accounts payable                                     |   |   |   | $ | 87 |  |   |   |   | $ | 779 |  |   |
| Accrued benefits                                     |   |   |   | 267 |  |   |   |   | 720 |  |   |
| Accrued bonus and incentive compensation             |   |   |   | 858 |  |   |   |   | 693 |  |   |
| Accrued workers compensation insurance               |   |   |   | 945 |  |   |   |   | 767 |  |   |
| Other accrued expenses                               |   |   |   | 694 |  |   |   |   | 339 |  |   |
| Payroll tax payable                                  | (a) |   |   | — |  |   |   |   | 1,448 |  |   |
| Total Accrued expenses and other current liabilities |   |   |   | $ | 2,851 |  |   |   |   | $ | 4,746 |  |   |

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |
|                                      |   |   | (in thousands) |
|                                      |   |   | Year Ended |
|                                      |   |   | September 30, |
|                                      | Ref |   | 2015 |   | 2014 |
| Interest expense, net                     |   |   | $ | (80 | ) |   | $ | (99 | ) |
| Amortization of deferred financing costs  |   |   | — |  |   | (10 | ) |
| Change in value of financial instruments  | (a) |   | — |  |   | 99 |  |
| Miscellaneous other income (expense), net | (b) |   | 824 |  |   | 6 |  |
| Total other income (expense), net         |   |   | $ | 744 |  |   | $ | (4 | ) |

----

----

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |  |  |  |
|                       |   |   | (in thousands) |
|                       |   |   | Year Ended |
|                       | Ref |   | September 30, |
|                       |   |   | 2015 |   | 2014 |
| DLH employees              |  |   | $ | 302 |  |   | $ | 363 |  |
| Non-employee directors     | (a) |   | 177 |  |   | 109 |  |
| Total compensation expense |   |   | $ | 479 |  |   | $ | 472 |  |

----

|                                                 |
|-------------------------------------------------|
|                                                 |  |  |  |  |  |  |  |  |  |
|                                            |   |   | (in thousands) |
|                                            |   |   | Period Ended |
|                                            |   |   | September 30, |
|                                            | Ref |   | 2015 |   | 2014 |
| Unrecognized expense for DLH employees          | (a) |   | $ | 44 |  |   | $ | 346 |  |
| Unrecognized expense for non-employee directors | (b) |   | 96 |  |   | 125 |  |
| Total unrecognized expense                      |   |   | $ | 140 |  |   | $ | 471 |  |

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |  |
|                                         |   |   |   |   |   |   | (in years) |   |   |
|                                         |   |   |   |   |   |   | Weighted |   |   |
|                                         |   |   |   |   | Weighted |   | Average |   | (in thousands) |
|                                         |   |   | (in thousands) |   | Average |   | Remaining |   | Aggregate |
|                                         |   |   | Number of |   | Exercise |   | Contractual |   | Intrinsic |
|                                         | Ref |   | Shares |   | Price |   | Term |   | Value |
| Options outstanding, September 30, 2013 |   |   | 1,613 |  |   | $1.15 |   | 7.9 |   | $ | 388 |  |
| Granted                                      | (a) |   | 830 |  |   | $1.52 |   |   |   |   |  |
| Canceled                                     |   |   | (63 | ) |   | $1.40 |   |   |   |   |  |
| Options outstanding, September 30, 2014      |   |   | 2,380 |  |   | $1.40 |   | 7.8 |   | $ | 1,589 |  |
| Canceled                                     |   |   | (56 | ) |   | $1.40 |   |   |   |   |
| Options outstanding, September 30, 2015 |   |   | 2,324 |  |   | $1.40 |   | 6.8 |   | $ | 3,649 |  |

|         |                                                              |
|---------|--------------------------------------------------------------|
| • | average risk free interest rates of 2.55%  for 2014; |

|         |                                                 |
|---------|-------------------------------------------------|
| • | expected volatility of 65.8%  for 2014; |

|         |                                                                      |
|---------|----------------------------------------------------------------------|
| • | contractual lives and expected lives were 10 years for 2014; and |

|         |                                                       |
|---------|-------------------------------------------------------|
| • | no dividend yield was contemplated for either period. |

|                        |
|------------------------|
|                        |  |  |  |  |  |  |  |
|                   |   |   | (in thousands) |
|                   |   |   | Number of Shares |
|                   |   |   | September 30, |
|                   | Ref |   | 2015 |   | 2014 |
| Vested and exercisable | (a) |   | 1,093 |  |   | 896 |  |
| Unvested               | (b) |   | 1,231 |  |   | 1,484 |  |
| Options outstanding    |   |   | 2,324 |  |   | 2,380 |  |

----

|                                                                                    |
|------------------------------------------------------------------------------------|
|                                                                                    |  |  |  |  |  |  |  |  |  |
|                                                                               |   |   | (in thousands) |
|                                                                               |   |   | Year Ended |
|                                                                               |   |   | September 30, |
|                                                                               |   |   | 2015 |   | 2014 |
| Numerator:                                                                         |   |   |   |   |   |
| Net income                                                                         |   |   | $ | 8,728 |  |   | $ | 5,357 |  |
| Denominator:                                                                       |   |   |   |   |   |
| Denominator for basic net income per share - weighted-average outstanding shares   |   |   | 9,573 |  |   | 9,570 |  |
| Effect of dilutive securities:                                                     |   |   |   |   |   |
| Stock options and restricted stock                                                 |   |   | 466 |  |   | 269 |  |
| Denominator for diluted net income per share - weighted-average outstanding shares |   |   | 10,039 |  |   | 9,839 |  |
|                                                                               |   |   |   |   |   |
| Net income per share - basic                                                       | (a) | $ | 0.91 |  |   | $ | 0.56 |  |
| Net income per share - diluted                                                     | (a) | $ | 0.87 |  |   | $ | 0.54 |  |

|                                  |
|----------------------------------|
|                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                             |   |   |   | Payments Due By Period |   |   |
| Obligations                      |   |   |   | Less than |   | 2-3 |   | 4-5 |   | More than 5 |
| (Amounts in thousands) |   | Total |   | 1 Year |   | Years |   | Years |   | Years |
| Loan Payable (1)                 |   | $ | — |  |   | $ | — |  |   | $ | — |  |   | $ | — |  |   | $ | — |  |
| Operating Leases (2)             |   | 2,298 |  |   | 161 |  |   | 530 |  |   | 550 |  |   | 1,057 |  |
| Total Obligations                |   | $ | 2,298 |  |   | $ | 161 |  |   | $ | 530 |  |   | $ | 550 |  |   | $ | 1,057 |  |

----

----

|                                                  |
|--------------------------------------------------|
|                                                  |  |  |  |  |  |  |  |  |
|                                             |   | Year Ended |
|                                             |   | September 30, |
| (amounts in thousands)                           |   | 2015 |   | 2014 |
| Current deferred income tax asset:               |   |   |   |   |
| Net operating loss carryforwards and tax credits |   | $ | 391 |  |   | $ | 98 |  |
| Accrued liabilities                              |   | 753 |  |   | 122 |  |
| Valuation allowance                              |   | (162 | ) |   | (136 | ) |
| Net current deferred tax asset                   |   | $ | 982 |  |   | $ | 84 |  |

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |  |
|                                              |   | Year Ended |
|                                              |   | September 30, |
| (amounts in thousands)                            |   | 2015 |   | 2014 |
| Deferred income tax asset (liability):            |   |   |   |   |
| Net operating loss carry forwards and tax credits |   | $ | 12,524 |  |   | $ | 16,556 |  |
| Stock based compensation                          |   | 767 |  |   | 646 |  |
| Fixed and intangible assets                       |   | (2,379 | ) |   | (2,176 | ) |
| Other items, net                                  |   | 5 |  |   | 488 |  |
| Valuation allowance                               |   | (1,592 | ) |   | (11,001 | ) |
| Net deferred tax asset                            |   | $ | 9,325 |  |   | $ | 4,513 |  |

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |  |  |
|                       |   | Year Ended |
|                       |   | September 30, |
| (amounts in thousands)     |   | 2015 |   | 2014 |
| Current expense (benefit)  |   | $ | 220 |  |   | $ | 7 |  |
| Deferred expense (benefit) |   | (5,708 | ) |   | (4,604 | ) |
| Total expense (benefit)    |   | $ | (5,488 | ) |   | $ | (4,597 | ) |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |
|                          |   | Year Ended |
|                          |   | September 30, |
| (amounts in thousands)        |   | 2015 |   | 2014 |
| Federal statutory rate        |   | $ | 1,134 |  |   | $ | 258 |  |
| State taxes, net              |   | 155 |  |   | 46 |  |
| Other permanent items         |   | 7 |  |   | 6 |  |
| Change in valuation allowance |   | (6,784 | ) |   | (4,907 | ) |
|                          |   | $ | (5,488 | ) |   | $ | (4,597 | ) |

----

|                                   |
|-----------------------------------|
|                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                              |   | 2015 Quarters |
|                              |   | First |   | Second |   | Third |   | Fourth |
| Revenue                           |   | $ | 15,682 |  |   | $ | 15,893 |  |   | $ | 16,781 |  |   | $ | 16,990 |  |
| Gross margin                      |   | 2,533 |  |   | 2,730 |  |   | 3,038 |  |   | 3,387 |  |
| Income from operations (1)        |   | 259 |  |   | 515 |  |   | 763 |  |   | 958 |  |
| Other income (expense), net (2)   |   | (36 | ) |   | (651 | ) |   | (34 | ) |   | 1,466 |  |
| Income (loss) before income taxes |   | $ | 223 |  |   | $ | (136 | ) |   | $ | 729 |  |   | $ | 2,424 |  |
| Income tax expense(benefit) (2)   |   | $ | 89 |  |   | $ | (54 | ) |   | $ | 292 |  |   | (5,814 | ) |
| Net income (loss)                 |   | $ | 134 |  |   | $ | (82 | ) |   | $ | 437 |  |   | $ | 8,238 |  |
|                              |   |   |   |   |   |   |   |   |
| Earnings (loss) per share: (3)    |   |   |   |   |   |   |   |   |
| Basic                             |   | $ | 0.01 |  |   | $ | (0.01 | ) |   | $ | 0.05 |  |   | $ | 0.86 |  |
| Diluted                           |   | $ | 0.01 |  |   | $ | (0.01 | ) |   | $ | 0.04 |  |   | $ | 0.82 |  |

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                            |   | 2014 Quarters |
|                            |   | First |   | Second |   | Third |   | Fourth |
| Revenue                         |   | $ | 14,477 |  |   | $ | 14,745 |  |   | $ | 15,692 |  |   | $ | 15,579 |  |
| Gross margin                    |   | 2,112 |  |   | 2,199 |  |   | 2,308 |  |   | 2,340 |  |
| Income from operations          |   | 66 |  |   | 225 |  |   | 268 |  |   | 205 |  |
| Other income (expense), net     |   | 67 |  |   | (27 | ) |   | (17 | ) |   | (27 | ) |
| Income before income taxes      |   | $ | 133 |  |   | $ | 198 |  |   | $ | 251 |  |   | $ | 178 |  |
| Income tax expense(benefit) (2) |   | $ | — |  |   | $ | — |  |   | $ | — |  |   | $ | (4,597 | ) |
| Net income                      |   | $ | 133 |  |   | $ | 198 |  |   | $ | 251 |  |   | $ | 4,775 |  |
|                            |   |   |   |   |   |   |   |   |
| Earnings per share: (3)         |   |   |   |   |   |   |   |   |
| Basic                           |   | $ | 0.01 |  |   | $ | 0.02 |  |   | $ | 0.03 |  |   | $ | 0.50 |  |
| Diluted                         |   | $ | 0.01 |  |   | $ | 0.02 |  |   | $ | 0.03 |  |   | $ | 0.48 |  |

----