As filed with the Securities and Exchange Commission on July 1, 2016  
Registration No. 333-______ 
  
   
UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549 
______________________________________________________________________________ 
  
FORM S-3  
REGISTRATION STATEMENT  
UNDER  
THE SECURITIES ACT OF 1933  
__________________________________________________________________________________________ 
  
DLH HOLDINGS CORP.  
(Exact name of Registrant as specified in its charter)  
  
  
     
New Jersey       22-1899798 
(State or other jurisdiction of 
incorporation or organization)   
  
  
(I.R.S. Employer 
Identification No.) 
__________________________________________________________________________________________ 
 
3565 Piedmont Road, NE 
Building 3, Suite 700 
Atlanta, Georgia 30305  
(866) 952-1647  
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)  
  
____________________________________________________________________________________________________________________ 
 
Kathryn M. JohnBull  
Chief Financial Officer 
3565 Piedmont Road, NE 
Building 3, Suite 700 
Atlanta, Georgia 30305 
(866) 952-1647  
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)  
 __________________________________________________________________________________________ 
 
Copies to:  
 
Victor J. DiGioia, Esq.  
Michael A. Goldstein, Esq. 
Becker & Poliakoff LLP  
45 Broadway, 8th Floor  
New York, New York 10006  
 (212) 599-3322  
  
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the registration 
statement.  
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the 
following box.   
  
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box 
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
 ii 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the 
Securities Act registration statement number of the earlier effective registration statement for the same offering.   
  
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective 
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   
  
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional 
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
(Check one): 
  
  
       
Large accelerated filer      Accelerated filer    
Non-accelerated filer     (Do not check if a smaller reporting company)    Smaller reporting company    
  
 
CALCULATION OF REGISTRATION FEE  
  
Title of Each Class of 
Securities to be Registered (1)   
Amount to be 
Registered   
Proposed Maximum 
Offering Price per 
Share   
Proposed Maximum 
Aggregate Offering 
Price   
Amount of 
Registration Fee 
         
Common Stock, par value $0.001per share     $    $2,650,000 (2)   $     266.85 (4) 
         
Subscription Rights to purchase Common Stock   (3)   N/A   N/A   $              0 (5) 
  
  
(1) This registration statement relates to (a) the subscription rights to purchase our common stock, par value $0.001 per share and (b) shares of 
our common stock deliverable upon the exercise of the subscription rights.  
(2) Represents the gross proceeds from the sale of shares of our common stock assuming the exercise of all subscription rights to be distributed 
and additional over-subscriptions up to the maximum amount contemplated in this registration statement.  
(3) Evidencing the rights to subscribe for                         shares of common stock, par value $0.001 per share.  
(4) Registration fee calculated pursuant to Rule 457(o).  
(5) The rights are being issued for no consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, as amended, no separate 
registration fee is payable.  
  
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay 
its effective date until the Registrant shall file a further amendment which specifically states that this 
Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act 
of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, 
acting pursuant to said Section 8(a), may determine.
 iii 
The information in this prospectus is not complete and may be changed. These securities may not be sold nor 
may offers to buy these securities be accepted prior to the time the registration statement filed with the 
Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities 
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 
 
SUBJECT TO COMPLETION, DATED JULY 1, 2016  
 
PROSPECTUS 
 
DLH HOLDINGS CORP.  
 
Up to            Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares at 
$    per Share  
           We are distributing, at no charge, to holders of our common stock non-transferable subscription rights to 
purchase up to                 shares of our common stock. We refer to this offering as the “rights offering.”  In this 
rights offering, you will receive one subscription right for every share of common stock owned at 5:00 p.m., New 
York time, on                       , 2016, the record date. If all of the rights are exercised, the total purchase price of the 
shares purchased in the rights offering would be approximately $2,650,000. 
Each subscription right will entitle you to purchase         shares of our common stock at a subscription price 
of $        per whole share, which we refer to as the “basic subscription privilege.”  You will need to exercise        
subscription rights to purchase one whole share of our common stock at the subscription price of $            per whole 
share. The per share subscription price was determined by our board of directors. We will not issue fractional shares 
of common stock in the rights offering, and holders will only be entitled to purchase a whole number of shares of 
common stock, rounded down to the nearest whole number a holder would otherwise be entitled to purchase.  
           Shares of our common stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol 
“DLHC.” On June 30, 2016, the trading day prior to the filing of the registration statement of which this prospectus 
forms a part, the closing sales price for our common stock was $5.05 per share.  We anticipate that the shares of 
common stock issued in the rights offering will also be listed on Nasdaq under the same symbol. We urge you to 
obtain a current market price for the shares of our common stock before making any determination with respect to 
the exercise of your rights. 
If you fully exercise your basic subscription privilege and other stockholders do not fully exercise their 
basic subscription privileges, you will be entitled to exercise an “over-subscription privilege” to purchase a portion 
of the unsubscribed shares of our common stock at the same subscription price of $        per share, subject to 
proration and subject, further, to reduction by us under certain circumstances. To the extent you properly exercise 
your over-subscription privilege for an amount of shares that exceeds the number of the unsubscribed shares and, if 
applicable, over-allotment shares available to you, any excess subscription payments received by the subscription 
agent will be returned, without interest or penalty, as soon as practicable.  
On May 2, 2016, we entered into a note purchase agreement with funds affiliated with Wynnefield Capital, 
Inc., which is our largest shareholder (collectively referred to throughout this prospectus as Wynnefield Capital), 
pursuant to which we received $2.5 million in additional financing through the sale of subordinated notes to the 
Wynnefield Capital entities. Wynnefield Capital owns approximately 42% of our outstanding shares of common 
stock on the record date (excluding warrants held by Wynnefield Capital). Under the note purchase agreement, we 
agreed to commence a rights offering for at least $2.5 million, the proceeds of which will be used to retire the 
subordinated notes held by Wynnefield Capital. Further, in the note purchase agreement, we agreed with 
Wynnefield Capital that although the exercise price of the subscription rights to be distributed to shareholders in the 
rights offering will be fixed at the time of the offering and will be subject to market conditions, that the exercise 
price will not exceed $3.73 without its consent.  
Additionally, the Wynnefield Capital entities agreed to use commercially reasonable efforts to enter into a 
standby purchase agreement pursuant to which they will exercise such number of subscription rights as shall equal, 
in the aggregate, $2.5 million, less the amount of the aggregate exercise price received by us in the rights offering
 iv 
from the exercise of the subscription rights by other shareholders, including pursuant to such persons’ over-
 subscription rights. We are currently negotiating the terms and conditions of the standby purchase agreement with 
Wynnefield Capital and the execution of the standby purchase agreement is subject to definitive pricing of the shares 
in this rights offering and other usual and customary conditions.  However, the standby purchase agreement will 
provide that the standby purchaser will purchase such shares from us at the same subscription price and upon the 
same terms as all our other shareholders.  We are not paying Wynnefield Capital any commitment or underwriting 
fee, or other discount in connection with the rights offering and Wynnefield Capital is not providing any services to 
us in connection with the rights offering. To the extent that Wynnefield Capital makes purchases under the standby 
agreement, the purchase price for exercising the subscription rights will be paid by offsetting against and reducing 
the principal amount of the subordinated notes held by Wynnefield Capital. 
           The subscription rights will expire and will be void and worthless if they are not exercised by 5:00 p.m., 
New York time, on                        , 2016, unless we extend the rights offering period. However, our board of 
directors reserves the right to cancel the rights offering at any time, for any reason. If the rights offering is cancelled, 
all subscription payments received by the subscription agent will be returned promptly.  
                You should carefully consider whether to exercise your subscription rights before the expiration of the 
rights offering. All exercises of subscription rights are irrevocable. Our board of directors is making no 
recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, 
transferred or assigned and will not be listed for trading on the NASDAQ Capital Market or any other stock 
exchange or market. This is not an underwritten offering. The shares of common stock are being offered directly by 
us without the services of an underwriter or selling agent.  As a result of the terms of this rights offering, 
stockholders who do not fully exercise their rights will own, upon completion of this rights offering, a smaller 
proportional interest in us than otherwise would be the case had they fully exercised their rights. See “Risk 
Factors—When the rights offering is completed, your ownership interest will be diluted if you do not exercise your 
subscription rights” in this prospectus for more information.  
As of June 30, 2016, the aggregate market value of our outstanding common stock held by non-affiliates 
was approximately $25,792,297, which was calculated based on 5,077,224 shares of outstanding common stock held 
by non-affiliates and a price per share of $5.08, the closing price of our common stock on June 6, 2016. In no event 
will we sell our securities under General Instruction I.B.6. of Form S-3 in a public primary offering with a value 
exceeding more than one-third of our market value held by non-affiliates in any 12-month period so long as our 
market value remains below $75.0 million. We have not offered any securities pursuant to General Instruction I.B.6 
of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.  
Exercising the rights and investing in our common stock involves a high degree of risk. We urge you 
to carefully read the section entitled “Risk Factors” beginning on page 14 of this prospectus, the sections 
entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2015 and our 
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and all other information included or 
incorporated by reference in this prospectus in its entirety before you decide whether to exercise your rights.  
  Per Share  Aggregate 
Subscription Price ........................................................  $  $  2,650,000 (1) 
     
Estimated Expenses......................................................  $  $ 
     
Net Proceeds to Us........................................................  $  $ 
     
(1)  Assumes the rights offering is fully subscribed. 
       
Neither the Securities and Exchange Commission nor any state securities commission has approved 
or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any 
representation to the contrary is a criminal offense. 
 
The date of this prospectus is                        , 2016
 v 
   
  
TABLE OF CONTENTS 
  
    
Questions and Answers Relating to the Rights Offering      1  
Prospectus Summary      9  
Risk Factors      14  
Cautionary Note Regarding Forward-Looking Statements  26 
Use of Proceeds     27  
Capitalization      27  
The Rights Offering      28  
Material U.S. Federal Income Tax Consequences     37  
Market Price of Common Stock and Dividend Policy      40  
Description of Capital Stock      41  
Plan of Distribution      43  
Legal Matters  43 
Experts  44 
Where You Can Find More Information      44  
Incorporation of Certain Documents by Reference      44  
 
ABOUT THIS PROSPECTUS  
 Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our,” “DLH” and the 
“Company” refer to DLH Holdings Corp. and its subsidiaries.  
 You should rely only on the information contained or incorporated by reference in this prospectus. We have 
not authorized anyone to provide you with additional or different information. If anyone provides you with 
additional, different, or inconsistent information, you should not rely on it. You should assume that the information 
in this prospectus is accurate only as of the date on the front cover of this prospectus, and any information we have 
incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, 
regardless of the time of delivery of this prospectus or any exercise of the rights. Our business, financial condition, 
results of operations, and prospects may have changed since that date. No assurance can be given that the actual 
future results will not differ materially from the forward-looking statements that we make for a number of reasons 
including those described above and in the “Risk Factors” section of this prospectus beginning on page 14, in our 
Annual Report on Form 10-K for the year ended September 30, 2015, and in any future filings we may make that 
may be incorporated by reference herein. You should not consider this prospectus to be an offer or solicitation 
relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not 
authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the 
securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive 
such an offer or solicitation.
 QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING 
 
 The following are examples of what we anticipate will be common questions about the rights offering. The 
answers are based on selected information from this prospectus and the documents incorporated by reference 
herein. The following questions and answers do not contain all of the information that may be important to you and 
may not address all of the questions that you may have about the rights offering. This prospectus and the documents 
incorporated by reference herein contain more detailed descriptions of the terms and conditions of the rights 
offering and provide additional information about us and our business, including potential risks related to the rights 
offering, our common stock, and our business. 
 
 Exercising the rights and investing in our common stock involves a high degree of risk. We urge you 
to carefully read the section entitled “Risk Factors” beginning on page 14 of this prospectus, and all other 
information included or incorporated herein by reference in this prospectus in its entirety before you decide 
whether to exercise your rights. 
 
What is a rights offering?  
 
 A rights offering is a distribution of subscription rights on a pro rata basis to all stockholders of a 
company. We are distributing to holders of our common stock as of 5:00 p.m., New York time, on                     , 
2016, the “record date,” at no charge, subscription rights to purchase shares of our common stock. You will receive 
one subscription right for every share of our common stock you owned as of 5:00 p.m., New York time, on the 
record date. The subscription rights will be evidenced by rights certificates.  
 
What is a right?  
 
 Each subscription right gives our stockholders the opportunity to purchase                    shares of our 
common stock for $                 per whole share and carries with it a basic subscription privilege and an over-
 subscription privilege, as described below. You will need to exercise        subscription rights to purchase one whole 
share of our common stock at the subscription price of $            per whole share. We determined the ratio of rights 
required to purchase one share by dividing $2,650,000 by the subscription price of $              to determine the 
number of shares to be issued in the rights offering and then dividing that number of shares by the number of shares 
outstanding on the record date.  
 
How many shares may I purchase if I exercise my rights?  
 
 Each right entitles you to purchase         shares of our common stock for $                per whole share. We 
will not issue fractional shares of common stock in the rights offering, and holders will only be entitled to purchase a 
whole number of shares of common stock, rounded down to the nearest whole number a holder would otherwise be 
entitled to purchase. Accordingly, you will need to exercise        subscription rights to purchase one whole share of 
our common stock at the subscription price of $            per whole share.  For example, if you owned 100 shares of 
our common stock on the record date, you would be granted 100 subscription rights and you would have the right to 
purchase                shares of our common stock (         rounded down to the nearest whole number) for $                  
per share (or a total payment of $                ). You may exercise any number of your subscription rights, or you may 
choose not to exercise any subscription rights.  If you hold your shares in street name through a broker, bank, or 
other nominee who uses the services of the Depository Trust Company, or “DTC,” then DTC will issue one 
subscription right to your nominee for every share of our common stock you own at the record date. The basic 
subscription right can then be used to purchase               shares of common stock for $                  per share. As in the 
example above, if you owned 100 shares of our common stock on the record date, you have the right to purchase                    
shares of common stock for $               per share. For more information, see “What should I do if I want to 
participate in the rights offering, but my shares are held in the name of my broker, dealer, custodian bank or other 
nominees?” in this section.  
 
Will fractional subscription shares be issued?
 2 
 No. We will not issue fractional shares of common stock in the rights offering, and holders will only be 
entitled to purchase a whole number of shares of common stock, rounded down to the nearest whole number a 
holder would otherwise be entitled to purchase.  
 
What is the basic subscription privilege?  
 
 The basic subscription privilege of each subscription right entitles you to purchase                   shares of our 
common stock at the subscription price of $                 per share. Accordingly, you will need to exercise        
subscription rights to purchase one whole share of our common stock at the subscription price of $            per whole 
share. 
 
What is the over-subscription privilege?  
 
 If you purchase all of the shares of common stock available to you pursuant to your basic subscription 
privilege, you may also choose to purchase any portion of our shares of common stock that are not purchased by our 
other stockholders through the exercise of their respective basic subscription privileges. You should indicate on your 
rights certificate how many additional shares you would like to purchase pursuant to your over-subscription 
privilege. 
 
  If sufficient shares of common stock are available, we will seek to honor your over-subscription request in 
full. If, however, over-subscription requests exceed the number of shares of common stock available for sale in the 
rights offering, we will allocate the available shares of common stock pro rata among each person properly 
exercising the over-subscription privilege in proportion to the number of shares of common stock each person 
subscribed for under the basic subscription privilege. If this pro rata allocation results in any person receiving a 
greater number of shares of common stock than the person subscribed for pursuant to the exercise of the over-
 subscription privilege, then such person will be allocated only that number of shares for which the person over-
 subscribed, and the remaining shares of common stock will be allocated among all other persons exercising the 
over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until 
all shares of common stock have been allocated or all over-subscription requests have been satisfied, whichever 
occurs earlier; provided, however, you will be limited in the over-subscription privilege to a number of shares equal 
to 100% of the number of shares owned by you on the record date. 
 
 For example, if (i) there are 100 excess shares available for purchase by five shareholders who have timely 
and fully exercised their basic subscription rights with respect to all the rights they hold and (ii) record shareholder 
A requests purchasing 100 shares pursuant to record shareholder A’s over-subscription privilege, record shareholder 
B requests purchasing 50 shares pursuant to record shareholder B’s over-subscription privilege, record shareholder 
C requests purchasing 20 shares pursuant to record shareholder C’s over-subscription privilege, record shareholder 
D requests purchasing 20 shares pursuant to record shareholder D’s over-subscription privilege and record 
shareholder E requests purchasing 10 shares pursuant to record shareholder E’s over-subscription privilege, then, 
assuming the valid exercise of each of these record shareholder’s basic subscription rights and receipt of sufficient 
payment for the shares requested pursuant to the over-subscription request, and that the limitation described below is 
not applicable, the pro rata allocation would be as follows: record shareholder A would receive 50 shares pursuant to 
the over-subscription privilege, record shareholder B would receive 25 shares pursuant to the over-subscription 
privilege, record shareholder C would receive 10 shares pursuant to the over-subscription privilege, record 
shareholder D would receive 10 shares pursuant to the over-subscription privilege and record shareholder E would 
receive 5 shares pursuant to the over-subscription privilege. If this pro rata allocation results in any record 
shareholder receiving a greater number of shares of common stock than such record shareholder subscribed for 
pursuant to the exercise of the over-subscription privilege, then such record shareholder will be allocated only that 
number of shares for which the record shareholder over-subscribed.  
 
 Notwithstanding any submission by a shareholder for shares in the over subscription, no shareholder will 
be entitled to purchase a number of shares in the over subscription in excess of the number of shares held by such 
shareholder on the record date. So, for example, if shareholder A owns 1,000 shares on the record date, he will not 
be allowed to purchase more than 1,000 shares in the over-subscription even if shares are otherwise available and 
even if his pro rata share would otherwise allow the purchase of a greater number of shares.
 3 
 In order to properly exercise your over-subscription privilege, you must deliver the subscription payment 
related to your over-subscription privilege prior to the expiration of the rights offering. Because we will not know 
the total number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the 
number of shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an 
amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may 
be available to you (i.e., for the maximum number of shares of our common stock available to you, assuming you 
exercise all of your basic subscription privilege and are allotted the full amount of your over-subscription as elected 
by you). For more information, see the section entitled “The Rights Offering — Over-Subscription and Over-
 Allotment Privilege.”  
 
 Fractional common shares resulting from the exercise of the over-subscription privilege will be eliminated 
by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly.  
Are there any limits on the number of shares I may purchase in this rights offering?  
        Yes. In order to be eligible to purchase shares in the over-subscription privilege, you must fully exercise your 
basic right. For example, if you hold on the record date 1,000 shares, you must exercise the full basic right to 
purchase                shares. With respect to the over-subscription right, you will be eligible to purchase a limited to a 
number of shares not to exceed the number of shares of common stock owned by you on the record date. By way of 
example, if you own 1,000 shares on the record date, you will be eligible to purchase                       shares in the 
basic subscription privilege and assuming you do so, not more than 1,000 shares in the over-subscription privilege. 
You cannot exercise the over-subscription right for more than such additional 1,000 shares which is intended to limit 
your purchases in the over subscription privilege to a number of shares equal to the number of shares you own as of 
the record date.  
Am I required to exercise all of the rights I receive in the rights offering?  
 
 No. You may exercise any number of your subscription rights, or you may choose not to exercise any 
subscription rights. However, if you choose not to exercise your basic subscription privilege in full, the relative  
percentage of our shares of common stock that you own will decrease, and your voting and other rights will be 
diluted. In addition, if you do not exercise your basic subscription privilege in full, you will not be entitled to 
participate in the over-subscription privilege. For more information, see “How many shares of common stock will be 
outstanding after the rights offering?” in this section. 
 
Will our officers, directors and significant stockholders be exercising their subscription rights?  
 
 Our officers, directors and greater than 5% beneficial stockholders may participate in this offering at the 
same subscription price per share as all other purchasers, but none of our officers, directors or greater than 5% 
beneficial stockholders are obligated to so participate.  
 
 [Certain executive officers and outside directors have indicated that they will purchase shares that are 
subject to their basic subscription privilege, at the same subscription price offered to stockholders, for an aggregate 
commitment of approximately $                         . ] These officers and directors have not executed agreements to 
purchase shares and there is no guarantee or commitment that they will subscribe for shares in either the basic 
subscription offering or the over-subscription offering. Please see “The Rights Offering—Potential Purchases by our 
Directors and Executive Officers.”  
 
Has our board of directors made a recommendation to our stockholders regarding the exercise of rights 
under the rights offering?  
 
 No. Our board of directors is making no recommendation regarding your exercise of the subscription rights. 
Stockholders who exercise their subscription rights risk loss on their investment. We cannot assure you that the 
market price of our common stock will be above the subscription price or that anyone purchasing shares at the 
subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to 
make your decision based on your own assessment of our business and the rights offering. Please see the section 
entitled “Risk Factors” for a discussion of some of the risks involved in investing in our common stock.
 4 
Why are we conducting a rights offering?  
 
 A rights offering provides the eligible stockholders the opportunity to participate in a capital raise on a pro 
rata basis and minimizes the dilution of their ownership interest in our company. Assuming all the shares of 
common stock offered are sold, we expect that the gross proceeds from the rights offering will be approximately 
$2,650,000. Our expenses are estimated to be $                                  .  We are conducting the rights offering to raise 
capital for the company which will be used to repay the outstanding subordinated notes in the aggregate principal 
amount of $2,500,000 held by funds affiliated with Wynnefield Capital, Inc.  
 
How was the subscription price of $                           per share determined?  
 
 The subscription price was determined by our board of directors. Our board of directors considered a 
number of factors in determining the price for the rights offering, including: 
  
  the price per share at which the standby purchaser is willing to serve as the standby purchaser; 
  
  the price at which our stockholders might be willing to participate in the rights offering; 
 
  the terms of our note purchase agreement with Wynnefield Capital; 
  
  historical and current trading prices for our common stock, which is generally thinly traded, including on a 
volume weighted average share price basis over certain periods; and 
  
  the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata 
basis. 
 
 On                  , 2016, the closing price of our common stock was $       per share. We cannot assure you that 
the market price for our common stock during the rights offering will be equal to or above the subscription price or 
that a subscribing owner of rights will be able to sell the shares of common stock purchased in the rights offering at 
a price equal to or greater than the subscription price. 
What agreements do we have with the standby purchasers and will the standby purchasers receive any 
compensation for its commitment?  
         Wynnefield Capital beneficially owns approximately 42% (4,377,286 shares) (excluding warrants held by 
Wynnefield Capital) of our outstanding shares of Common Stock on the record date. In May 2016, we entered into a 
note purchase agreement with funds affiliated with Wynnefield Capital in connection with our acquisition of Danya 
International, pursuant to which the affiliated funds purchased from us subordinated notes in the aggregate principal 
amount of $2.5 million. The notes issued to the subordinated lenders mature on the earlier of the 66-month 
anniversary of issuance or our completion of an equity financing transaction, including a rights offering, resulting in 
at least $2.5 million of gross proceeds. Under this agreement, we agreed to use our best efforts to effect a rights 
offering for at least $2.5 million, in order to generate the proceeds to retire the subordinated notes. In addition, under 
the note purchase agreement, the subordinated lenders agreed to use commercially reasonable efforts to enter into a 
standby purchase agreement pursuant to which they will exercise such number of purchase rights as shall equal 
$2,500,000 (in the aggregate), less the amount of the total exercise price received by us in this rights offering from 
the exercise of purchase rights by our other shareholders, including pursuant to over-subscription rights. Under the 
terms of the note purchase agreement, we granted the Wynnefield Capital entities the right, subject to certain 
exceptions, including this rights offering, to purchase a pro rata portion of any new equity securities proposed to be 
offered or sold by us, for a period expiring on the earlier of the maturity date or the accelerated payment date of the 
subordinated notes. 
 The agreement by Wynnefield Captial, or its affiliates, to serve as a standby purchaser in connection with 
this rights offering is subject to the negotiation and execution of a mutually acceptable standby purchase agreement. 
Execution of the definitive standby purchase agreement is subject to definitive pricing of the shares in this rights 
offering to be determined by a special committee of our board of directors and other usual and customary conditions. 
Under the note purchase agreement, we agreed with the Wynnefield Capital entities that although the exercise price
 5 
of the subscription rights to be distributed to shareholders in the rights offering will be fixed at the time of the 
offering and will be subject to market conditions, that the exercise price will not exceed $3.73 without the consent of 
the Wynnefield Capital entities. However, the standby purchase agreement will provide that the standby purchaser 
will purchase such shares from us at the same subscription price and upon the same terms as all our other 
shareholders. We are not paying Wynnefield Capital any commitment or underwriting fee, or other discount in 
connection with the rights offering. To the extent that Wynnefield Capital makes purchases under the standby 
agreement, the purchase price for exercising the subscription rights will be paid by offsetting against and reducing 
the principal amount of the subordinated notes. 
How many shares will the standby purchaser own after the rights offering?  
        If the entire rights offering is completed and all our shareholders as of the record date purchase their basic 
subscription right we will issue an additional                                shares of common stock (subject to any adjustment 
for rounding), the result of which we will have an aggregate of                                 shares issued and outstanding. In 
such event, Wynnefield Capital would own an additional                                 shares and continue to own 
approximately                   % of our issued and outstanding common stock (excluding any warrants held by 
Wynnefield Capital).  
        If none of our shareholders as of the record date purchase shares under the basic subscription right other than 
Wynnefield Capital, then Wynnefield Capital would purchase, pursuant to the standby purchase agreement, all of 
the shares in the rights offering and would own an additional                                        shares of our common stock, 
which would equal approximately an additional                 % of our then issued and outstanding shares.  
How soon must I act to exercise my rights? 
 
 If you received a rights certificate and elect to exercise any or all of your subscription rights, the 
subscription agent must receive your completed and signed rights certificate and payment prior to the expiration of 
the rights offering, which is                                               , 2016, at 5:00 p.m., New York time. If you hold your 
shares in the name of a custodian bank, broker, dealer or other nominee, your custodian bank, broker, dealer or other 
nominee may establish a deadline prior to 5:00 p.m. New York time, on                                , 2016 by which you 
must provide it with your instructions to exercise your subscription rights and pay for your shares. 
 
 Although we will make reasonable attempts to provide this prospectus to holders of subscription rights, the 
rights offering and all subscription rights will expire at 5:00 p.m., New York time on                                      , 2016 
(unless extended), whether or not we have been able to locate each person entitled to subscription rights. Although 
we have the option of extending the expiration of the rights offering, we currently do not intend to do so.  
 
May I transfer my rights? 
 
 No.  You may not sell or transfer your subscription rights to anyone. The rights are not tradable and will 
not be listed on the Nasdaq or any other exchange. 
 
Are we requiring a minimum subscription to complete the rights offering?  
 
 There is no minimum subscription requirement in the rights offering. However, our board of directors 
reserves the right to cancel the rights offering for any reason, including if our board of directors believes that there is 
insufficient participation by our stockholders. 
 
Are there any conditions to completing the rights offering? 
  
 No.  
  
 
Can the board of directors cancel, terminate, amend or extend the rights offering?
 6 
 Yes. We have the option to extend the rights offering and the period for exercising your subscription rights, 
although we do not presently intend to do so. Our board of directors may cancel the rights offering at any time for 
any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be 
returned promptly, without interest or penalty. Our board of directors reserves the right to amend or modify the 
terms of the rights offering at any time, for any reason. 
 
When will I receive my subscription rights certificate?  
 
 Promptly after the date of this prospectus, the subscription agent will send a subscription rights certificate 
to each registered holder of our common stock as of the close of business on the record date, based on our 
stockholder registry maintained at the transfer agent for our common stock. If you hold your shares of common 
stock through a brokerage account, bank, or other nominee, you will not receive an actual subscription rights 
certificate. Instead, as described in this prospectus, you must instruct your broker, bank or nominee whether or not to 
exercise rights on your behalf. If you wish to obtain a separate subscription rights certificate, you should promptly 
contact your broker, bank or other nominee and request a separate subscription rights certificate. It is not necessary 
to have a physical subscription rights certificate, if you hold your shares of common stock through a brokerage 
account, bank, or other nominee, to elect to exercise your rights. 
 
What will happen if I choose not to exercise my subscription rights? 
  
 If you do not exercise any subscription rights, the number of our shares of common stock you own will not 
change. Due to the fact that shares may be purchased by other stockholders, your percentage ownership of DLH 
Holdings will be diluted after the completion of the rights offering, unless you exercise your basic subscription 
privilege. For more information, see “How many shares of common stock will be outstanding after the rights 
offering?” in this section. 
 
How do I exercise my subscription rights?  
 
 If you wish to participate in the rights offering, you must take the following steps: 
 
 deliver payment to the subscription agent; and 
 deliver your properly completed and signed rights certificate, and any other subscription documents, to 
the subscription agent. 
  
  
 Please follow the payment and delivery instructions accompanying the rights certificate. Do not deliver 
documents to DLH. You are solely responsible for completing delivery to the subscription agent of your 
subscription documents, rights certificate and payment. We urge you to allow sufficient time for delivery of your 
subscription materials to the subscription agent so that they are received by the subscription agent by 5:00 p.m., New 
York time, on                                , 2016. We are not responsible for subscription materials sent directly to our 
offices. If you cannot deliver your rights certificate to the subscription agent prior to the expiration of the rights 
offering, you may follow the guaranteed delivery procedures described under “The Rights Offering — Guaranteed 
Delivery Procedures.” 
  
 If you send a payment that is insufficient to purchase the number of shares you requested, or if the number 
of shares you requested is not specified in the forms, the payment received will be applied to exercise your 
subscription rights to the fullest extent possible based on the amount of the payment received, subject to the 
availability of shares under the over-subscription privilege and the elimination of fractional shares. Any excess 
subscription payments received by the subscription agent will be returned promptly, without interest or penalty, 
following the expiration of the rights offering. 
 
 
 
What should I do if I want to participate in the rights offering, but my shares are held in the name of my 
broker, dealer, custodian bank or other nominee?  
 
 If you hold your shares of common stock in the name of a broker, dealer, custodian bank or other nominee, 
then your broker, dealer, custodian bank or other nominee is the record holder of the shares you own. You will not
 7 
receive a rights certificate. The record holder must exercise the subscription rights on your behalf for the shares of 
common stock you wish to purchase. 
 
 If you wish to purchase shares of our common stock through the rights offering, please promptly contact 
your broker, dealer, custodian bank or other nominee as record holder of your shares. We will ask your record 
holder to notify you of the rights offering. However, if you are not contacted by your broker, dealer, custodian bank 
or other nominee, you should promptly initiate contact with that intermediary. Your broker, dealer, custodian bank 
or other nominee may establish a deadline prior to the 5:00 p.m. New York time on                                  , 2016, 
which we established as the expiration date of the rights offering.  
 
When will I receive my new shares?  
 
 If you purchase shares in the rights offering by submitting a rights certificate and payment, we will mail 
you a share certificate as soon as practicable after the completion of the rights offering. One share certificate will be 
generated for each rights certificate processed. Until your share certificate is received, you may not be able to sell 
the shares of our common stock acquired in the rights offering. If your shares as of the record date were held by a 
custodian bank, broker, dealer or other nominee, and you participate in the rights offering, you will not receive share 
certificates for your new shares. Your custodian bank, broker, dealer or other nominee will be credited with the 
shares of common stock you purchase in the rights offering as soon as practicable after the completion of the rights 
offering.  
 
After I send in my payment and rights certificate, may I change or cancel my exercise of rights?  
 
 No. All exercises of subscription rights are irrevocable, even if you later learn information that you 
consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription 
rights unless you are certain that you wish to purchase additional shares of our common stock at a subscription price 
of $                      per share.  
 
How many shares of common stock will be outstanding after the rights offering? 
 
 As of June 30, 2016, the last practicable date before the filing of this prospectus, 10,406,547 shares of our 
common stock were issued and outstanding. Assuming no other transactions by us involving shares of our common 
stock, and no options or other convertible securities for shares of our common stock are exercised, prior to the 
expiration of the rights offering, if the rights offering is fully subscribed through the exercise of the subscription 
rights, then an additional                           of our shares of common stock will be issued and outstanding after the 
closing of the rights offering, for a total of                                 shares of common stock outstanding.  As a result of 
the rights offering, the ownership interests and voting interests of the existing stockholders that do not fully exercise 
their basic subscription privileges will be diluted.  
 
Are there risks in exercising my subscription rights?  
 
 Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves 
the purchase of additional shares of common stock and should be considered as carefully as you would consider any 
other equity investment. Among other things, you should carefully consider the risks described in the section 
entitled “Risk Factors” in this prospectus and the documents incorporated by reference in this prospectus.  
 
If the rights offering is not completed, will my subscription payment be refunded to me?  
 
 Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of 
the rights offering. If the rights offering is not completed, all subscription payments received by the subscription 
agent will be returned promptly, without interest or penalty. If you own shares in “street name,” it may take longer 
for you to receive payment because the subscription agent will return payments through the record holder of your 
shares.
 8 
Will the rights be listed on a stock exchange or national market?  
 
 No.  
 
How do I exercise my rights if I live outside the United States?  
 
 We will not mail this prospectus or the rights certificates to stockholders whose addresses are outside the 
United States or who have an army post office or foreign post office address. The subscription agent will hold rights 
certificates for their account. To exercise subscription rights, our foreign stockholders must notify the subscription 
agent and timely follow other procedures described in the section entitled “The Rights Offering — Foreign 
Stockholders.”  
 
What fees or charges apply if I purchase the shares of common stock? 
 
 We are not charging any fee or sales commission to issue subscription rights to you or to issue shares to 
you if you exercise your subscription rights. If you exercise your subscription rights through your broker, dealer, 
custodian bank or other nominee, you are responsible for paying any fees your nominee may charge you.  
 
What are the material U.S. federal income tax consequences of exercising my subscription rights? 
 
 For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of 
subscription rights. You should consult your tax advisor as to your particular tax consequences resulting from the 
rights offering. For a more detailed discussion, see the section entitled “Material U.S. Federal Income Tax 
Consequences.”  
 
To whom should I send my forms and payment?  
 
 If your shares are held in the name of a broker, dealer or other nominee, then you should send your 
subscription documents, rights certificate, notices of guaranteed delivery and subscription payment to that record 
holder. If you are the record holder, then you should send your subscription documents, rights certificate, notices of 
guaranteed delivery and subscription payment by hand delivery, first class mail or courier service to:  
 
Continental Stock Transfer & Trust Company  
Attn: Reorganization Department  
17 Battery Place – 8th Floor  
New York, NY 10004  
  
 
 Your payment of the subscription price must be made in United States dollars for the full number of shares 
of our common stock for which you are subscribing by cashier’s or certified check drawn upon a United States bank 
payable to the subscription agent at the address set forth above.  
 
 You are solely responsible for completing delivery to the subscription agent of your subscription materials. 
The subscription materials are to be received by the subscription agent on or prior to 5:00 p.m., New York time, on                                                                                                                           
, 2016. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent.  
 
Whom should I contact if I have other questions?  
 
 If you have any questions about the rights offering or wish to request another copy of a document, please 
contact Continental Stock Transfer & Trust Company, Attn:  Corporate Actions Group, the information agent for the 
rights offering, at (917) 262-2378.  
 
 For a more complete description of the rights offering, see “The Rights Offering” beginning on page 28.
 9 
PROSPECTUS SUMMARY 
 
 This summary highlights information contained elsewhere in this prospectus or incorporated by reference 
in this prospectus. This summary does may not contain all of the information that you should consider before 
deciding whether or not you should exercise your rights. You should read the entire prospectus carefully, including 
the section entitled “Risk Factors” beginning on page 14 of this prospectus and all other information included or 
incorporated by reference in this prospectus in its entirety before you decide whether to exercise your rights.  
 
General 
  
 DLH Holdings Corp. is a full-service provider of professional healthcare and social services to government 
agencies including the Department of Veteran Affairs, Department of Health and Human Services, Department of 
Defense, Department of Interior, and other government agencies. On May 3, 2016, we acquired Danya International, 
a provider of technology-enabled program management, consulting, and digital communications solutions. This 
expands our government services market coverage, with our primary focus on healthcare and social programs 
delivery and readiness.   
 
DLH Solutions is our legacy business, employing over 1,250 skilled healthcare and support personnel, 
technicians, logisticians, and engineers at approximately 30 locations around the United States for various U.S. 
government customers. Our primary focus has been service members and veterans’ requirements for telehealth, 
pharmaceuticals, behavioral healthcare, medication therapy management, health IT commodities, process 
management, and healthcare delivery. 
 
With Danya now absorbed into our business, we have expanded our market coverage with over 140 skilled 
human services and healthcare professionals in approximately 29 states.  Our capabilities include managing, 
monitoring, and supporting large-scale healthcare and human services programs for the Department of Health and 
Human Services (HHS). These new programs we manage ensure that education, health, and social standards are 
being achieved to ensure school readiness for underprivileged children. Prior to our acquisition, Danya’s single 
largest program was with the Office of Head Start Monitoring Support (OHS) project under HHS.   
 
Acquisition of Danya International and Financing Arrangements 
 
On May 3, 2016, we acquired 100% of the equity interests of Dayna International, LLC for a purchase 
price of $38.75 million plus transaction expenses. The acquisition was financed through a combination of 
borrowings of $30.0 million under our new senior credit facility with Fifth Third Bank, cash on hand of 
approximately $5.0 million, shares of common stock issued to the seller with a value of $2.5 million, and $2.5 
million financed by the sale of subordinated notes to Wynnefield Capital. The acquisition of Danya is consistent 
with our growth strategy, which calls for expanding our government service offerings both organically and through 
mergers and acquisitions. The material terms of our debt financing arrangements for this acquisition are set forth in 
the following table: 
Amount 
(in Millions)  Lender 
 
Arrangement 
 
Interest  
Number 
of 
Months  
Monthly 
Payments  
(in 
thousands)  
Maturity 
Date 
             
$ 25.0  Fifth Third Bank  Secured term 
loan (1) 
 LIBOR + 
3.0% 
 59  $312,500  5/1/ 2021 
              
$ 10.0  Fifth Third Bank  Secured 
revolving line 
of credit (2) 
 LIBOR + 
3.0% 
 24  (2)  5/1/ 2018 
              
$ 2.5  Wynnefield 
Capital 
 Subordinated 
notes (3) 
 4% per 
annum 
 66  N/A  11/2/2021 
         
(1) The $25.0 million term loan from Fifth Third Bank was funded at closing and is secured by liens on substantially all of the assets of 
DLH and Danya.
 10 
  
(2) The secured revolving line of credit from Fifth Third Bank has a ceiling of up to $10.0 million, of which $5.0 million was drawn at 
closing, and is secured by liens on substantially all of the assets of DLH and Danya. Further borrowings under this credit facility may 
be made from time to time subject to the terms of our Loan Agreement with Fifth Third Bank. 
  
(3) Pursuant to the note purchase agreement, we issued subordinated notes in the aggregate principal amount of $2.5 million with the terms 
described in the above table. The maturity date will accelerate upon the consummation of an equity financing transaction, including a 
rights offering, resulting in at least $2.5 million of gross proceeds. This rights offering is intended to enable the repayment of the 
subordinated notes. In partial consideration for entering into the note purchase agreement, we issued Wynnefield Capital warrants to 
purchase 53,619 shares of common stock. The warrants are exercisable for five years at an initial exercise price equal to $3.73 and the 
initial exercise price of the warrants is subject to adjustment for certain customary events and includes weighted average anti-dilution 
protection for future issuances by us, subject to certain exclusions. Under the note purchase agreement, we anticipate that Wynnefield 
Capital will serve as a standby purchaser in connection with this rights offering, subject to the negotiation and execution of a mutually 
acceptable standby purchase agreement. The terms and condition of the note purchase agreement, are described in greater detail later in 
this prospectus under the caption “THE RIGHTS OFFERING – Arrangements with Wynnefield Capital”.  
 
Corporate History 
 
 DLH Holdings Corp., a New Jersey corporation, provides government services both as a prime contractor 
as well as partnering with other government contractors. We were originally incorporated in 1969 as a payroll 
staffing company. Through several transactions, we evolved considerably and in early 2010, we divested our 
commercial temporary staffing business and made the strategic decision to build our company around our wholly-
 owned government services subsidiary, DLH Solutions, Inc. More recently, on May 3, 2016, we acquired Danya 
International, LLC, a provider of technology-enabled program management, consulting, and digital communications 
solutions. Our principal executive offices are located at 3565 Piedmont Road, NE, Building 3- Suite 700, Atlanta, 
GA 30305. We maintain an Internet site at www.dlhcorp.com. The information on our website is not incorporated 
by reference into this prospectus and you should not consider it to be a part of this prospectus.
 11 
The Rights Offering 
 
 The following summary describes the principal terms of the rights offering, but is not intended to be 
complete. See the information in the section entitled “The Rights Offering” in this prospectus for a more detailed 
description of the terms and conditions of the rights offering. 
  
  
Total number of shares of common stock 
available for primary subscription  
                                               shares of common stock. 
  
  
Securities offered  We are distributing to you, at no charge, one non-transferable 
subscription right for each share of our common stock that you own as 
of 5:00 p.m., New York time, on the record date, either as a holder of 
record or, in the case of shares held of record by brokers, dealers, 
custodian banks or other nominees on your behalf, as a beneficial owner 
of such shares.  
  
 
Basic subscription privilege  The basic subscription privilege of each subscription right will entitle 
you to purchase                             shares of our common stock at a 
subscription price of $                    per whole share. We will not issue 
fractional shares of common stock in the rights offering, and holders 
will only be entitled to purchase a whole number of shares of common 
stock, rounded down to the nearest whole number a holder would 
otherwise be entitled to purchase. You will need to exercise        
subscription rights to purchase one whole share of our common stock at 
the subscription price of $            per whole share. 
  
 
Subscription price  $                    per whole share. To be effective, any payment related to 
the exercise of a subscription right must clear prior to the expiration of 
the rights offering.  
  
 
Over-subscription privilege  If you purchase all of the shares of common stock available to you 
pursuant to your basic subscription privilege, you may also choose to 
subscribe for shares of our common stock that are not purchased by 
other holders through the exercise of their basic subscription privileges. 
You may subscribe for shares of our common stock pursuant to your 
over subscription privilege, subject to proration of available shares. 
Further, you will not be entitled to purchase a number of shares in the 
over-subscription privilege in excess of the number of shares owned by 
you as of the record date. 
  
Standby Purchase Agreement We are negotiating the terms of a standby purchase agreement with 
Wynnefield Capital whereby Wynnefield Capital (or its affiliates) will 
agree to acquire from us in the rights offering up to $2,500,000 of our 
shares (                    shares) less the amount of the aggregate exercise 
price received by us in the rights offering from the exercise of the 
subscription rights by other shareholders, including pursuant to such 
persons’ over-subscription rights. The subscription price and other 
terms for the standby purchaser will be the same as for all our other 
shareholders.   
  
Record date  5:00 p.m., New York time, on                        , 2016.  
 
Expiration date  5:00 p.m., New York time, on                         , 2016, unless we extend 
the rights offering period.
 12 
Use of proceeds  Although the actual amount will depend on participation in the rights 
offer, if the rights offering is fully subscribed for we expect the gross 
proceeds from the rights offering to be approximately $2.65 million. 
 
We intend to use the proceeds of the rights offering to repay the $2.5 
million of subordinated notes held by Wynnefield Capital. Any 
additional amounts that we receive in this rights offering will be used to 
provide for additional liquidity for working capital and general 
corporate purposes. 
 
Transferability of rights The subscription rights are not transferable. 
 
No Board Recommendation 
                                           
Our board of directors makes no recommendation to you about whether 
you should exercise any rights. You are urged to make an independent 
investment decision about whether to exercise your rights based on your 
own assessment of our business and the rights offering. Please see the 
section of this prospectus entitled “Risk Factors” for a discussion of 
some of the risks involved in investing in our common stock. 
  
No revocation Any exercise of subscription rights is irrevocable, even if you later learn 
information that you consider to be unfavorable to the exercise of your 
rights. You should not exercise your subscription rights unless you are 
certain that you wish to purchase additional shares of common stock at 
a subscription price of $                    per whole share. 
 
Material U.S. federal income tax   
Considerations 
For U.S. federal income tax purposes, you should not 
recognize income or loss upon receipt or exercise of 
subscription rights. You should consult your own tax 
advisor as to your particular tax consequences resulting 
from the rights offering. For a detailed discussion, see 
“Material U.S. Federal Income Tax Considerations.” 
 
Extension, cancellation, and amendment We have the option to extend the rights offering and the period for 
exercising your subscription rights, although we do not presently intend 
to do so. Our board of directors may cancel the rights offering at any 
time for any reason. In the event that the rights offering is cancelled, all 
subscription payments received by the subscription agent will be 
returned promptly, without interest or penalty. We also reserve the right 
to amend or modify the terms of the rights offering. 
  
Procedure for exercising rights To exercise your subscription rights, you must take the following steps: 
 
 •      If you are a registered holder of our shares of common stock, you 
may deliver payment and a properly completed rights certificate to the 
subscription agent before 5:00 p.m., New York time, on                          
, 2016. You may deliver the documents and payments by mail or 
commercial carrier. If regular mail is used for this purpose, we 
recommend using registered mail, properly insured, with return receipt 
requested. 
 
  •      If you are a registered holder of our shares of common stock, you 
may deliver payment and a properly completed rights certificate to the 
subscription agent before 5:00 p.m., New York time, on                          
, 2016. You may deliver the documents and payments by mail or 
commercial carrier. If regular mail is used for this purpose, we 
recommend using registered mail, properly insured, with return receipt 
requested.
 13 
 
   •      If you are a beneficial owner of shares that are registered in the 
name of a broker, dealer, custodian bank or other nominee, or if you 
would rather an institution conduct the transaction on your behalf, you 
should instruct your broker, dealer, custodian bank or other nominee or 
to exercise your subscription rights on your behalf and deliver all 
documents and payments before 5:00 p.m., New York time, on                                 
2016. 
 
    •      If you cannot deliver your rights certificate to the subscription 
agent prior to the expiration of the rights offering, you may follow the 
guaranteed delivery procedures described under “The Rights Offering 
— Guaranteed Delivery Procedures.” 
 
Subscription agent Continental Stock Transfer & Trust Company. 
 
Information agent Continental Stock Transfer & Trust Company. 
 
Questions Questions regarding the rights offering should be directed to 
Continental Stock Transfer & Trust Company, Attn:  Corporate Actions 
Department at (917) 262-2378 
 
Shares outstanding before the  
rights offering 
10,406,547 shares as of June 30, 2016. 
  
Shares outstanding after completion  
of the rights offering 
Assuming no outstanding options or warrants for our 
common shares are exercised prior to the expiration of the 
rights offering and the full $2,650,000 is subscribed for, we 
expect                      shares of common stock will be 
outstanding immediately after completion of the rights 
offering. 
 
 Risk factors Stockholders considering exercising their subscription rights should 
carefully consider the risk factors described in the section of this 
prospectus entitled “Risk Factors,” beginning on page 14. 
 
Fees and expenses We will pay the fees and expenses relating to the rights offering. 
  
Nasdaq Capital Market trading symbol Shares of our common stock are, and we expect that the shares of 
common stock to be issued in the rights offering will be, traded on the 
Nasdaq Capital Market under the symbol “DLHC.” The last reported 
sales price of our common stock on Nasdaq Capital Market on June 30, 
2016 was $5.05.
 14 
RISK FACTORS 
 
 Investing in our securities involves a high degree of risk. You should carefully consider the specific risks 
described below, the risks described in our Annual Report on Form 10-K for the fiscal year ended September 30, 
2015, our subsequently filed Quarterly Reports on Form 10-Q, and any risks described in our other filings with the 
Securities and Exchange Commission, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act 
of 1934, before making an investment decision. See the section of this prospectus entitled “Where You Can Find 
More Information.” Any of the risks we describe below or in the information incorporated herein by reference could 
cause our business, financial condition, results of operations or future prospects to be materially adversely affected. 
The market price of our common stock could decline if one or more of these risks and uncertainties develop into 
actual events and you could lose all or part of your investment. Additional risks and uncertainties not currently 
known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial 
condition, results of operations or future prospects. Some of the statements in this section of the prospectus are 
forward-looking statements. For more information about forward-looking statements, please see the section of this 
prospectus entitled “Special Note Regarding Forward-Looking Statements.”  
 
Risks Related to the Rights Offering 
 
The price of our common stock is volatile and may decline before or after the subscription rights expire.  
 
 The market price of our common stock is subject to fluctuations in response to numerous factors, including 
factors that have little or nothing to do with us or our performance, and these fluctuations could materially reduce 
our stock price. These factors include, among other things: 
 
 actual or anticipated variations in our operating results and cash flow; 
 the nature and content of our earnings releases, and our competitors’ earnings releases; 
 changes in financial estimates by securities analysts; 
 business conditions in our markets and the general state of the securities markets and the market for 
similar stocks; 
 the number of shares of our common stock outstanding; 
 our ability to stay in compliance with credit facility covenants; 
 conditions of our competitors and of our current and desired clients; 
 the impact of our ability to effectively implement acquisitions, investments, joint ventures and 
divestitures that we may undertake; 
 changes in capital markets that affect the perceived availability of capital to companies in our industry; 
 governmental legislation or regulation; 
 the impact of litigation, government investigations or customer or other disputes on our operating 
performance and future prospects; and 
 general economic and market conditions, such as recessions.  
 
 
 
 In addition, the stock market historically has experienced significant price and volume fluctuations. These 
fluctuations are often unrelated to the operating performance of particular companies. These broad market 
fluctuations may cause declines in the market price of our common stock.  
 
When the rights offering is completed, your ownership interest will be diluted if you do not exercise your 
subscription rights. 
  
 To the extent that you do not exercise your rights and shares are purchased by other stockholders in the 
rights offering, your proportionate voting interest will be reduced, and the percentage that your original shares 
represent of our expanded equity after the rights offering will be diluted. 
  
The subscription price determined for the rights offering is not necessarily an indication of the fair value of our 
common stock.  
 
 The subscription price is $                          per whole share. The subscription price was determined by our 
board of directors. Factors considered by the board of directors included the price per share at which the standby
 15 
purchaser is willing to serve as the standby purchaser, the price at which our shareholders might be willing to 
participate in the rights offering, historical and current trading prices of our common stock, the terms of our note 
purchase agreement with Wynnefield Capital, the business prospects of our company and the general condition of 
the securities market. We cannot assure you that the market price for our common stock during the rights offering 
will be equal to or above the subscription price or that a subscribing owner of rights will be able to sell the shares of 
common stock purchased in the rights offering at a price equal to or greater than the subscription price.  
 
You may not revoke your subscription exercise and you could be committed to buying shares above the prevailing 
market price. 
 
 Once you exercise your subscription rights, you may not revoke the exercise of such rights. The public 
trading market price of our common stock may decline before the subscription rights expire. If you exercise your 
subscription rights and, afterwards, the public trading market price of our common stock decreases below the 
subscription price, you will have committed to buying shares of our common stock at a price above the prevailing 
market price, in which case you will have an immediate, unrealized loss. We cannot assure that, following the 
exercise of your rights, you will be able to sell your shares of common stock at a price equal to or greater than the 
subscription price, and you may lose all or part of your investment in our common stock. Until the shares are 
delivered to you, you will not be able to sell the shares of our common stock that you purchase in the rights offering. 
Certificates representing shares of our common stock purchased pursuant to the basic subscription privilege will be 
delivered promptly after expiration of the rights offering; certificates representing shares of our common stock 
purchased pursuant to the over-subscription privilege will be delivered promptly after expiration of the rights 
offering and after all pro rata allocations and adjustments have been completed. We will not pay you interest on 
funds delivered to the subscription agent pursuant to the exercise of rights. 
 
 Our common stock is traded on the Nasdaq Capital Market under the symbol “DLHC,” and the last 
reported sales price of our common stock on Nasdaq on June 30, 2016 was $5.05. Moreover, you may be unable to 
sell your shares of common stock at a price equal to or greater than the subscription price you paid for such shares.  
 
If you do not act promptly and follow the subscription instructions, your exercise of subscription rights may be 
rejected.  
 
 Subscription rights holders who desire to purchase shares in the rights offering must act promptly to ensure 
that all required forms and payments are actually received by the subscription agent before                              , 2016, 
the expiration date of the rights offering, unless extended. If you are a beneficial owner of shares, but not a record 
holder, you must act promptly to ensure that your broker, bank, or other nominee acts for you and that all required 
forms and payments are actually received by the subscription agent before the expiration date of the rights offering. 
We will not be responsible if your broker, custodian, or nominee fails to ensure that all required forms and payments 
are actually received by the subscription agent before the expiration date of the rights offering. If you fail to 
complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the 
subscription procedures that apply to your exercise in the rights offering, the subscription agent may, depending on 
the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor 
our subscription agent undertakes to contact you concerning an incomplete or incorrect subscription form or 
payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to 
determine whether a subscription exercise properly follows the subscription procedures. 
 
Significant sales of our common stock, or the perception that significant sales may occur in the future, could 
adversely affect the market price for the subscription rights and our common stock.  
 
 The sale of substantial amounts of the subscription rights and our common stock could adversely affect the 
price of these securities. Sales of substantial amounts of our subscription rights and our common stock in the public 
market, and the availability of shares for future sale, including up to                             shares of our common stock to 
be issued in the rights offering, and as of June 1, 2016 a total of  1,710,167 shares of our common stock  issuable 
upon exercise of: (A) outstanding vested options to acquire shares of our common stock under our stock incentive 
plans and (B) 20,000 shares of common stock which may be issued upon the exercise of presently exercisable 
warrants, could adversely affect the prevailing market price of our common stock and the subscription rights and 
could cause the market price of our common stock to remain low for a substantial amount of time. Additional
 16 
options and other equity awards may also be granted under the Company’s incentive plans. We cannot foresee the 
impact of such potential sales on the market, but it is possible that if a significant percentage of such available shares 
and subscription rights were attempted to be sold within a short period of time, the market for our shares and the 
subscription rights would be adversely affected. It is also unclear whether or not the market for our common stock 
(and any market that develops for our subscription rights) could absorb a large number of attempted sales in a short 
period of time, regardless of the price at which they might be offered. Even if a substantial number of sales do not 
occur within a short period of time, the mere existence of this “market overhang” could have a negative impact on 
the market for our common stock and the subscription rights and our ability to raise additional capital.  
 
If the rights offering is not fully subscribed, Wynnefield Capital, Inc. (and its affiliates) may increase its 
ownership percentage. 
 On           , 2016, the last practicable date before the filing of the final prospectus, the various funds and 
accounts managed by Wynnefield Capital collectively beneficially owned approximately 42% of our outstanding 
shares (4,377,286 total shares, excluding any warrants owned by Wynnefield Capital). Wynnefield Capital also 
owns warrants to purchase 53,619 shares at an exercise price of $3.73 per share.  As a shareholder as of the record 
date, Wynnefield Capital will have the right to subscribe for and purchase shares of our common stock under both 
the basic subscription privilege and the over-subscription privilege of the rights offering.  We have not been advised 
to date whether it intends to elect to participate in the rights offering (other than pursuant to the standby purchase 
agreement described in this prospectus) and to elect to subscribe for additional shares pursuant to the over-
 subscription privilege. To the extent Wynnefield Capital participates in the rights offering and other shareholders do 
not, Wynnefield Capital will increase its percentage of ownership.  
         Pursuant to the May 2, 2016 note purchase agreement between us and Wynnefield Capital, Wynnefield 
Capital agreed to use commercially reasonable efforts to enter into a standby purchase agreement pursuant to which 
it will exercise such number of subscription rights as shall equal, in the aggregate, $2,500,000, less the amount of 
the aggregate exercise price received by us in the rights offering from the exercise of the subscription rights by other 
shareholders, including pursuant to such persons’ over-subscription rights. We are negotiating the terms and 
conditions of the standby purchase agreement with Wynnefield Capital. Execution of the definitive standby purchase 
agreement is subject to definitive pricing of the shares in this rights offering to be determined by a special committee 
of our board of directors and other usual and customary conditions. However, the standby purchase agreement will 
provide that the standby purchaser will purchase such shares from us at the same subscription price and upon the 
same terms as all our other shareholders. Further, in the note purchase agreement, we agreed with Wynnefield 
Capital that although the exercise price of the subscription rights to be distributed to shareholders in the rights 
offering will be fixed at the time of the offering and will be subject to market conditions, that the exercise price will 
not exceed $3.73 without its consent. We are not paying Wynnefield Capital any commitment or underwriting fee, 
or other discount in connection with the rights offering and Wynnefield Capital is not providing any services to us in 
connection with the rights offering. 
We will not retain most of the proceeds of this rights offering.   
 We intend to use substantially all of the net proceeds of this offering to repay the $2,500,000 aggregate 
principal amount of subordinated notes held by Wynnefield Capital. Based on the amount of proceeds we are 
seeking to raise through this rights offering, most of the cash we receive from exercises of subscription rights will be 
used to repay the outstanding principal amount of the subordinated loan, and accrued interest on such amount. 
Further, to the extent that Wynnefield Capital makes purchases under the standby agreement, the purchase price for 
exercising the subscription rights will be paid by offsetting against and reducing the principal amount of the 
subordinated notes. Accordingly, while the successful completion of the rights offering will reduce our 
indebtedness, it will not increase our available cash reserves. For more information, see the section entitled “Use of 
Proceeds.” 
 
We may cancel the rights offering at any time, and neither we nor the subscription agent will have any obligation 
to you except to return your exercise payments.
 17 
 We may, in our sole discretion, decide not to continue with the rights offering or cancel the rights offering. 
If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned 
promptly, without interest or penalty.  
 
The rights offering does not have a minimum amount of proceeds, which means that if you exercise your rights, 
you may acquire additional shares of our common stock when we may require additional capital.  
 
 There is no minimum amount of proceeds required to complete the rights offering. In addition, an exercise 
of your subscription rights is irrevocable. Therefore, if you exercise the basic subscription privilege or the over-
 subscription privilege, but we do not raise the desired amount of capital in this rights offering and the rights offering 
is not fully subscribed, you may be investing in a company that may require additional capital.  
 
Our board of directors is not making any recommendations regarding your exercise of the subscription rights 
and we did not receive a fairness opinion from a financial advisor in determining the subscription price or the 
terms of the offering.  
  
Our board of directors is not making any recommendations regarding your exercise of the subscription 
rights. In addition, we did not receive a fairness opinion from a financial advisor in determining the subscription 
price or the terms of the offering. Stockholders who exercise subscription rights risk investment loss on new money 
invested. We cannot assure you that the trading price for our common stock will be above the subscription price at 
the time of exercise or at the expiration of the rights offering period or that anyone purchasing shares at the 
subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to 
make your own decision whether or not to exercise your subscription rights based on your own assessment of our 
business and the rights offering. 
 
Because the subscription rights are non-transferable, there is no market for the subscription rights.  
  
You may not sell, transfer or assign your subscription rights to anyone else. Because the subscription rights 
are non-transferable, there is no market or other means for you to directly realize any value associated with the 
subscription rights. You must exercise the subscription rights and acquire additional shares of our common stock to 
realize any value that may be embedded in the subscription rights. 
 
We have a significant amount of net operating loss carry forwards which we may not be able to utilize in certain 
circumstances and this rights offering may limit our ability to use some or all of our net operating loss 
carryforwards. 
 
 As of September 30, 2015, we had net operating losses, or NOLs, of approximately $36.8 million and $2.4 
million for U.S. and state tax return purposes, respectively.  Our U.S. NOLs begin to expire in 2021 and continue to 
expire through 2033. The tax effect of these net operating losses are offset by valuation allowances of $1.8 million 
as of September 30, 2015. In the fiscal year ended September 30, 2015, we realized a $5.5 million tax benefit related 
to the release of a portion of our valuation allowance, to reflect the amount of our deferred tax asset that we expect 
to realize in future years.  As a result, our U.S. tax provision expense in future periods may be at a higher effective 
tax rate, which will reduce our net income (or loss) and earnings (or loss) per share by a greater amount than it has 
in the past. Further, our ability to utilize our NOL carryforwards to reduce taxable income in future years could 
become subject to significant limitations under Section 382 of the Internal Revenue Code if we undergo an 
ownership change. We would undergo an ownership change if, among other things, the stockholders who own or 
have owned, directly or indirectly, five percent (5%) or more of our common stock, or are otherwise treated as five 
percent (5%) stockholders under Section 382 and the regulations promulgated thereunder, increase their aggregate 
percentage ownership of our stock by more than 50 percentage points over the lowest percentage of the stock owned 
by these stockholders at any time during the testing period, which is generally the three-year period preceding the 
potential ownership change. In the event of an ownership change, Section 382 imposes an annual limitation on the 
amount of taxable income a corporation may offset with NOL carryforwards. Any unused annual limitation may be 
carried over to later years until the applicable expiration date for the respective NOL carryforwards. The rights 
offering is not currently expected to result in an ownership change, but it may increase the likelihood that we may 
undergo an ownership change for purposes of Section 382 of the Internal Revenue Code in the future, which would 
limit our ability to use any NOL carryforwards as described above. Moreover, no assurances can be given that an
 18 
ownership change under Section 382 of the Internal Revenue Code has not occurred prior to the rights offering or 
will not occur as a result of the rights offering.  
 
Risks Relating to the Ownership of Our Common Stock 
 
Since we have not paid dividends on our common stock, you cannot expect dividend income from an investment 
in our common stock.  
 
 We have not paid any dividends on our common stock since our inception and do not contemplate or 
anticipate paying any dividends on our common stock in the foreseeable future. Future potential lenders may 
prohibit us from paying dividends without its prior consent. Therefore, holders of our common stock may not 
receive any dividends on their investment in us. Earnings, if any, will be retained and used to finance the 
development and expansion of our business.  
 
We may issue preferred stock with rights senior to our common stock, which may adversely impact the voting and 
other rights of the holders of our common stock. 
 
Our certificate of incorporation authorizes the issuance of “blank check” preferred stock with such 
designations, rights and preferences as may be determined from time to time by our board of directors up to an 
aggregate of 5,000,000 shares of preferred stock. Accordingly, our board of directors is empowered, without 
stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights, which 
would adversely affect the voting power or other rights of the holders of our common stock. In the event of issuance, 
the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or 
preventing a change in control of our Company, which could have the effect of discouraging bids for our Company 
and thereby prevent stockholders from receiving the maximum value for their shares. Although we have no present 
intention to issue any shares of our preferred stock, in order to discourage or delay a change of control of our 
Company, we may do so in the future. In addition, we may determine to issue preferred stock in connection with 
capital raising efforts and the terms of the stock so issued could have special voting rights or rights related to the 
composition of our Board. 
 
The exercise of our outstanding options and warrants may depress our stock price and dilute your ownership of 
the company.  
 
 As of March 31, 2016, the following options and warrants were outstanding:  
 
 Stock options to purchase 2,223,500 shares of common stock at exercise prices ranging from $0.56 to 
$1.96 per share, not all of which are immediately exercisable. The weighted average exercise price of 
the outstanding stock options is $1.40 per share.   
 
 Warrants to purchase 20,000 shares of common stock with an exercise price of $2.28 per share. 
 
 To the extent that these securities are exercised, dilution to our shareholders will occur. Moreover, the 
terms upon which we will be able to obtain additional equity capital may be adversely affected, since the holders of 
these securities can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any 
needed capital on terms more favorable to us than the exercise terms provided by those securities.   
 
Anti-takeover provisions in our Articles of Incorporation make a change in control of our Company more 
difficult.  
 
 The provisions of our Articles of Incorporation and the New Jersey Business Corporation Act, together or 
separately, could discourage potential acquisition proposals, delay or prevent a change in control and limit the price 
that certain investors might be willing to pay in the future for our common stock. Among other things, these 
provisions: 
 
 require certain supermajority votes; and
 19 
 establish certain advance notice procedures for nomination of candidates for election as directors and 
for shareholders’ proposals to be considered at shareholders' meetings.    
 
 Pursuant to our articles of incorporation, the board of directors has authority to issue up to 5,000,000 
preferred shares without further shareholder approval, which could have dividend, liquidation, conversion, voting 
and other rights and privileges that are superior or senior to our common stock. In addition, the New Jersey Business 
Corporation Act contains provisions that, under certain conditions, prohibit business combinations with 10% 
shareholders and any New Jersey corporation for a period of five years from the time of acquisition of shares by the 
10% shareholder. The New Jersey Business Corporation Act also contains provisions that restrict certain business 
combinations and other transactions between a New Jersey corporation and 10% shareholders.  
 
Our executive officers, directors and significant stockholders will be able to influence matters requiring 
stockholder approval. 
 
As of June 30, 2016, our executive officers, directors and largest shareholder (Wynnefield Capital, Inc. and 
its affiliates) own approximately 52% of our outstanding common stock. Within this amount, Wynnefield 
Capital, Inc. and its affiliates own approximately 42% of our outstanding common stock. This concentration of 
ownership may have the effect of delaying, preventing or deterring a change in control of our company, could 
deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale or merger 
of our company and may negatively affect the market price of our common stock. These transactions might include 
proxy contests, tender offers, mergers or other purchases of common stock that could give our stockholders the 
opportunity to realize a premium over the then-prevailing market price for shares of our common stock. Further, in 
the May 2, 2016 note purchase agreement with Wynnefield Capital, we granted them the right, subject to certain 
exceptions, including this rights offering, to purchase a pro rata portion of any new equity securities proposed to be 
offered or sold by us, for a period expiring on the earlier of the maturity date or the accelerated payment date of the 
subordinated notes. If Wynnefield Capital was able to exercise this right in connection with a future securities 
offering by us, it would have the ability to further protect its percentage ownership interest in our common stock. In 
addition, persons associated with Wynnefield Capital, Inc. currently serve on our board of directors. As a result of 
this share ownership and relationship, our largest stockholder will be able to influence the affairs and actions of our 
company, including matters requiring stockholder approval such as the election of directors and approval of 
significant corporate transactions. The interests of our principal stockholders may differ from the interests of the 
other stockholders. 
 
  
Risks Related to Our Business and Our Industry 
 
We depend on contracts with the Federal government for virtually all of our revenue and our business could be 
seriously harmed if the Federal government decreased or ceased doing business with us or changed its budgets or 
budgetary priorities. 
 
Presently, we derive all of our revenue from agencies of the federal government. For the fiscal years ended 
September 30, 2015 and 2014, we derived approximately 95% and 96%, respectively, of our revenue from various 
contracts awarded by the DVA. For the fiscal quarter ended March 31, 2016, we derived approximately 96% of our 
revenue from contracts awarded by the DVA. Accordingly, we remain dependent upon the continuation of its 
relationship with the DVA. As of September 30, 2015, contract awards from the DVA on our Federal supply 
schedule contract for professional and allied healthcare services is in effect through June 2017. Our logistics 
worldwide services contract is in effect through November 2017. Both Federal contract schedules are renewed on a 
recurring basis for a multi-year period. The single largest program held by Danya International, has been the Office 
of Head Start Monitoring Support (OHS) project under HHS. The OHS project contributed approximately 80% of 
Danya’s revenue for fiscal year 2015 and 60% of its revenue for 2014. The OHS contract is awarded under the GSA 
federal supply schedule for professional services and is in effect through April 2020. 
 
These agreements are subject to the Federal Acquisition Regulations, and there can be no assurance as to 
the actual amount of services that we will ultimately provide to the customers under these awards. Moreover, our 
contracts with the DVA are coming up for re-compete, and there is no guarantee that the DVA will extend these 
contracts or that if DVA issues new requests for proposals, that we will be the successful bidder.  The loss of one or
 20 
more these major programs would result in significant loss of revenue and would have a material adverse effect on 
our results of operations, cash flows and financial condition.  
 
Because we derive all of our revenue from contracts with the Federal government, the success and 
development of our business will continue to depend on our successful participation in Federal government contract 
programs. In recent years past, we have seen frequent debates regarding the scope of funding of our customers, 
thereby leading to budgetary uncertainty for our Federal customers. Future instances of this uncertainty may result in 
reduced awards, postponements in procurement of services and delays in collection of payments, which may affect 
our results of operations. Therefore, period-to-period comparisons of our operating results may not be a good 
indication of our future performance. In the event the budgets or budgetary priorities of the U.S. Government 
entities with which we do business, particularly the DVA or HHS, are delayed, decreased or underfunded, our 
consolidated revenues and results of operations could be materially and adversely affected. 
  
Loss of our GSA schedule contracts or other contracting vehicles could impair our ability to win new business 
and perform under existing contracts. 
 
We currently hold multiple GSA schedule contracts, including a Federal supply schedule contract for 
professional and allied healthcare services and the logistics worldwide services contract. If we were to lose one or 
more of these contracts or other contracting vehicles, we could lose a significant revenue source and our operating 
results and financial condition could be materially and adversely affected. 
 
Our contract proposals and in many cases our invoices are subject to audits and investigations by U.S. 
Government agencies and unfavorable government audit results could force us to refund previously recognized 
revenues and could subject us to a variety of penalties and sanctions.  
 
 From time to time, U.S. Government representatives may audit our performance on and invoices submitted 
on our U.S. Government contract. Further, federal agencies can also audit and review our compliance with 
applicable laws, regulations and standards. Under these audits, if it is found that we incorrectly invoiced or invoiced 
work not performed or claimed hours to be performed that were not performed we would have to refund these 
amounts. Normally, these audits are performed throughout the year and as such if found represent a refund within 
the current year. However, the government may go further back in time than the present fiscal year and adjustments 
may result over one or more fiscal years. Additionally, as a government contractor, we are from time to time subject 
to inquiries and investigations of our business practices by the U.S. Government due to our participation in 
government contracts. We cannot assure you that any such inquiry or investigation will not have a material adverse 
effect on our results of operations, cash flows, and financial condition. 
 
 If a government audit uncovers illegal activities or activities not in compliance with a contract's terms or 
conditions, we may be subject to civil and criminal penalties and administrative sanctions, including termination of 
contracts, forfeiture of profits, suspension of payments, fines, and suspension or debarment from doing business 
with federal government agencies. In addition, we could suffer serious harm to our reputation if allegations of 
impropriety were made against us, whether or not true. If we were suspended or debarred from contracting with the 
federal government generally or with any specific agency, if our reputation or relationships with government 
agencies were impaired, or if the government otherwise were to cease doing business with us or were to significantly 
decrease the amount of business it does with us, our revenue, cash flows and operating results would be materially 
adversely affected.  
 
 If an audit determines that any of our administrative processes and systems do not comply with 
requirements, we may be subjected to increased government scrutiny and approval that could delay or otherwise 
adversely affect our ability to compete for or perform contracts or collect our revenue in a timely manner. Therefore, 
an unfavorable outcome of an audit could cause actual results to differ materially and adversely from those 
anticipated. Moreover, if an audit determines that costs were improperly allocated to a specific contract, such 
amounts will not be reimbursed, and any such costs already reimbursed must be refunded and certain penalties may 
be imposed  
 
We may experience fluctuations in our revenues and operating results from period to period.
 21 
Our profitable financial results depend upon increasing our revenue while managing costs and expense. Our 
quarterly revenue and operating results may fluctuate significantly and unpredictably in the future. We have 
expended, and will continue to expend, substantial resources to enhance our health services offerings and expansion 
into the Federal health market. We may incur growth expenses before new business revenue is realized, thus 
showing lower profitability in a particular period or consecutive periods. We may be unable to achieve desired 
levels of revenue growth due to circumstances that are beyond our control, as already expressed regarding 
competition, government budgets, and the procurement process in general. Although we continue to manage our 
operating costs and expenses, there is no guarantee that we will significantly increase future revenue and profit in 
any particular future period. Revenue levels achieved from our customers, the mix of solutions that we offer and our 
performance on future contracts will affect our financial results. 
 
Future legislative or government budgetary and spending changes could negatively impact our business. 
 
U.S. Government programs are subject to annual congressional budget authorization and appropriation 
processes. For many programs, Congress appropriates funds on a fiscal year basis even though the program 
performance period may extend over several years. Consequently, programs are often partially funded initially and 
additional funds are committed only as Congress makes further appropriations. Further, congressional seats may 
change during election years, and the balance of spending priorities may change along with them. The election of a 
new President of the United States could also change Federal spending priorities. These potential shifts in spending 
priorities could result in lower funding for our Veteran Affairs and Head Start programs.  
 
DVA programs, which accounted for approximately 96% of our revenue during the past two years, were 
exempt from the spending caps established under Federal government sequestration targets enacted in 2013.  
However, the Office of Head Start under HHS was not exempt from sequestration, and accounted for approximately 
80% of Danya’s revenue during fiscal year 2015. Moreover, our growth into other government markets may be 
impacted by measures in place since March 2013, when the federal government began operating under sequestration 
required by the Budget Control Act of 2011 (BCA). Under sequestration, reductions in both defense and civil 
agency expenditures have taken place in each of the government’s fiscal years since 2013 and, unless the BCA is 
amended or repealed, will continue through the government’s Fiscal Year 2021. 
 
On November 2, 2015, the President signed the Bipartisan Budget Act of 2015, which raises the statutory 
limit on the amount of permissible federal debt raises the sequester caps imposed by the BCA by $80 billion, split 
between defense and domestic spending, over the next two years). On December 18, 2015, Congress passed and the 
President signed the Consolidated Appropriations Act of 2016, which provides funding for the U.S. government 
through September 2016. The budget environment, including sequestration as currently mandated and uncertainty 
surrounding the appropriations processes, remain significant long-term risks. Considerable uncertainty exists 
regarding how future budget and program decisions will unfold, what challenges budget reductions will present for 
the government services industry and whether an annual appropriations bill will be enacted for FY 2017. If an 
annual appropriations bill is not enacted for FY 2017 or beyond, the U.S. Government may operate under a 
continuing resolution, restricting new contract or program starts and we may face a government shutdown of 
unknown duration.  
 
Significant delays or reductions in appropriations for our programs and U.S. Government funding more 
broadly may negatively impact our business and could result in a significant loss of revenue. Our results of 
operations, cash flows and financial condition would be materially adversely affected in the event that we were 
unable to continue our relationships with the DVA or HHS. 
 
The U.S. Government contract bid process is highly competitive, complex and sometimes lengthy, and is subject 
to protest and implementation delays. 
 
Many of our contracts and task orders with the Federal government are awarded through a competitive 
bidding process, which is complex and sometimes lengthy. We expect that much of the business that we will seek in 
the foreseeable future will continue to be awarded through competitive bidding. Many of our competitors are larger 
and have greater resources than we do, larger client bases and greater brand recognition. Our competitors, 
individually or through relationships with third parties, may be able to provide clients with different or greater 
capabilities or benefits than we can provide.  If we are unsuccessful in competing with these other companies, our 
revenues and margins may materially decline.
 22 
 
This competitive bidding process presents a number of risks, including the following: (i) we expend 
substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win, and 
to defend those bids through any protest process; (ii) we may be unable to estimate accurately the resources and cost 
structure that will be required to service any contract we win; and (iii) we may encounter expenses and delays if our 
competitors protest or challenge awards of contracts to us in competitive bidding, and any such protest or challenge 
could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification 
of the awarded contract. There can be no assurance that we will win any particular bid, or that we will be able to 
replace business lost upon expiration or completion of a contract, and the termination or non-renewal of any of our 
significant contracts could cause our actual results to differ materially and adversely from those anticipated. 
 
If a bid is won and a contract awarded, there still is the possibility of a bid protest or other delays in 
implementation. Our business could be adversely affected by delays caused by our competitors protesting major 
contract awards received by us, resulting in the delay of the initiation of work. It can take many months to resolve 
protests by one or more of our competitors of contract awards we receive. The resulting delay in the startup and 
funding of the work under these contracts may cause our actual results to differ materially and adversely from those 
anticipated, and there can be no assurance that such protest process or implementation delays will not have a 
material adverse effect on our financial condition or results of operations in the future. 
 
Our business may suffer if we or our employees are unable to obtain the security clearances or other 
qualifications we and they need to perform services for our clients. 
 
Many federal government contracts require us to have security clearances and employ personnel with 
specified levels of education, work experience and security clearances. Depending on the level of clearance, security 
clearances can be difficult and time-consuming to obtain. If we or our employees lose or are unable to obtain 
necessary security clearances, we may not be able to win new business and our existing clients could terminate their 
contracts with us or decide not to renew them. To the extent we cannot obtain or maintain the required security 
clearances for our employees working on a particular contract, we may not derive the revenue anticipated from the 
contract, which could cause our results to differ materially and adversely from those anticipated. 
Our business is regulated by complex federal procurement laws and regulations, and we are subject to periodic 
compliance reviews by governmental agencies. 
We must comply with complex laws and regulations relating to the formation, administration, and 
performance of federal government contracts. These laws and regulations create compliance risk and affect how we 
do business with our federal agency clients, and may impose added costs on our business. The government may in 
the future reform its procurement practices or adopt new contracting rules and regulations, including cost accounting 
standards, that could be costly to satisfy or that could impair our ability to obtain new contracts. 
Our performance on our U.S. Government contracts and our compliance with applicable laws and 
regulations, including submission of invoices to our customers, are subject to audit by the government. The scope of 
any such audits could span multiple fiscal years. If a government review or investigation uncovers illegal activities 
or activities not in compliance with a particular contract's terms or conditions, we may be subject to civil and 
criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, harm to our 
reputation, suspension of payments, fines, and suspension or debarment from doing business with Federal 
government agencies. Any of these events could lead to a material reduction in our revenues, cash flows and 
operating results. Further, as the reputation and relationships that we have established and currently maintain with 
government personnel and agencies are important to our ability to maintain existing business and secure new 
business, damage to our reputation or relationships could have a material adverse effect on our revenue and 
operating results. 
U.S. Government contracts may be terminated at will and we may not receive the full amounts authorized under 
the contracts included in our backlog, which could reduce our revenue in future periods below the levels 
anticipated. 
Many of the U.S. Government programs in which we participate as a contractor or subcontractor may 
extend for several years.  The U.S. Government may modify, curtail or terminate its contracts and subcontracts for 
convenience and to the extent that a contract award contemplates one or more option years, the Government may 
decline to exercise such option periods. Accordingly, the maximum contract value specified under a government
 23 
contract or task order awarded to us is not necessarily indicative of the revenue that we will realize under that 
contract. Due to our dependence on these programs, the modification, curtailment or termination of our major 
programs or contracts may have a material adverse effect on our results of operations and financial condition. In 
addition, our contracts may only be partially funded at any point during their term, and some of the work intended to 
be performed under such contracts will remain unfunded pending subsequent appropriations of funds to the contract 
by the procuring agency. Our backlog consists of funded backlog, which is based on amounts actually committed by 
a client for payment for goods and services, and unfunded backlog, which is based upon management's estimate of 
the future potential of our existing contracts and task orders, including options, to generate revenue. Our backlog 
may not result in actual revenue in any particular period, or at all, which could cause our actual results to differ 
materially and adversely from those anticipated. 
Our business growth and profitable operations require that we develop and maintain strong relationships with 
other contractors with whom we partner or otherwise depend. 
As we look to increase revenue from teaming ventures with other companies, we carry substantial risk in 
maintaining strong, trusted working relationships in order to successfully fulfill contract obligations. Teaming 
arrangements may include being engaged as a subcontractor to a prime contractor, engaging a subcontractor on a 
contract for which we are the prime contractor, or entering into a joint venture with another company. We may lack 
control over fulfillment of such contracts, and poor performance on the contract could impact our customer 
relationship, even if we perform as required. We expect to depend on relationships with other contractors for a 
portion of our revenue in the foreseeable future. Our revenue and operating results could differ materially and 
adversely from those anticipated if any such prime contractor or teammate choses to offer directly to the client 
services of the type that we provide or if they team with other companies to provide those services. 
Our employees, or those of our teaming partners, may engage in misconduct or other improper activities which 
could harm our business. 
We are exposed to risk from misconduct or fraud by our employees, or employees of our teaming partners. 
Such violations could include intentional disregard for Federal government procurement regulations, engaging in 
unauthorized activities, seeking reimbursement for improper expenses, or falsifying time records. Employee 
misconduct could also involve the improper use of our clients’ sensitive or classified information and result in a 
serious harm to our reputation. While we have appropriate policies in effect to deter illegal activities and promote 
proper conduct, it is not always possible to deter employee misconduct. Precautions to prevent and detect this 
activity may not be effective in controlling such risks or losses, which could materially and adversely affect our 
business, results of operations, financial condition, cash flows, and liquidity. 
Our profits and revenues could suffer if we are involved in legal proceedings, investigations and disputes. 
We are exposed to legal proceedings, investigations and disputes. In addition, in the ordinary course of our 
business we may become involved in legal disputes regarding personal injury or employee disputes. While we 
provision for these types of incidents through commercial third party insurance carriers, we often defray these types 
of cost through higher deductibles. Any unfavorable legal ruling against us could result in substantial monetary 
damages by losing our deductible portion of carried insurance. We maintain insurance coverage as part of our 
overall legal and risk management strategy to lower our potential liabilities. If we sustain liabilities that exceed our 
insurance coverage or for which we are not insured, it could have a material adverse impact on our results of 
operations, cash flows and financial condition, including our profits, revenues and liquidity. 
We are dependent upon certain of our management personnel and do not maintain “key personnel” life 
insurance on our executive officers. 
Our success to date has resulted in part from the significant contributions of our executive officers. Our 
executive officers are expected to continue to make important contributions to our success. As of the record date, 
our CEO, CFO, Executive Vice President, and the President of DLH Solutions are under employment contracts. 
However, we do not maintain “key person” life insurance on any of our executive officers. Loss for any reason of 
the services of our key personnel could materially affect our operations. 
We may not be fully covered by the insurance we procure and our business could be adversely impacted if we 
were not able to renew all of our insurance plans.
 24 
Although we carry multiple lines of liability insurance (including coverage for medical malpractice and 
workers’ compensation), they may not be sufficient to cover the total cost of any judgments, settlements or costs 
relating to any present or future claims, suits or complaints.  If we are unable to secure renewal of our insurance 
contracts or the renewal of such contracts with favorable rates and with competitive benefits, our business could be 
adversely affected. In addition, sufficient insurance may not be available to us in the future on satisfactory terms or 
at all. Our placement of employees increases our potential liability for negligence and professional malpractice and 
such liabilities may not become immediately apparent.  Any increase in our costs of insurance will impact our 
profitability to the extent that we cannot offset these increases into our costs of services. If the insurance we carry is 
not sufficient to cover any judgments, settlements or costs relating to any present or future claims, suits or 
complaints, our business, financial condition, results of operations and liquidity could be materially adversely 
affected. 
 
Our financial condition may be affected by increases in employee healthcare claims and insurance premiums, 
unemployment taxes and workers’ compensation claims and insurance rates. 
 
Our current workers’ compensation and medical plans are partially self-funded insurance programs. We 
currently pay base premiums plus actual losses incurred, not to exceed certain individual and aggregate stop-loss 
limits. In addition, our health insurance premiums, state unemployment taxes and workers’ compensation rates are 
in large part determined by our claims experience. These categories of expenditure comprise a significant portion of 
our direct costs. If we experience a large increase in claim activity, our direct expenditures, health insurance 
premiums, unemployment taxes or workers’ compensation rates may increase. Although we employ internal and 
external risk management procedures in an attempt to manage our claims incidence and estimate claims expenses 
and structure our benefit contracts to provide as much cost stability as reasonably possible given the self-funded 
nature of our plans, we may not be able to prevent increases in claim activity, accurately estimate our claims 
expenses or pass the cost of such increases on to our clients. Since our ability to incorporate such increases into our 
fees to our clients is constrained by contractual arrangements with our clients, a delay could occur before such 
increases could be reflected in our fees, which may reduce our profit margin. As a result, such increases could have 
a material adverse effect on our financial condition, results of operations and liquidity. 
If we are unable to attract qualified personnel, our business may be negatively affected. 
We rely heavily on our ability to attract and retain qualified professionals and other personnel who possess 
the skills, experience and licenses necessary in order to provide our solutions for our assignments. Our business is 
materially dependent upon the continued availability of such qualified personnel. Our inability to secure qualified 
personnel would have a material adverse effect on our business. The cost of attracting qualified personnel and 
providing them with attractive benefits packages may be higher than we anticipate and, as a result, if we are unable 
to pass these costs on to our clients, our profitability could decline. Moreover, if we are unable to attract and retain 
qualified personnel, the quality of our services may decline and, as a result, we could lose clients. 
We are exposed to increased costs and risks associated with complying with increasing and new regulation of 
corporate governance and disclosure standards. 
Due to the requirements of the Sarbanes-Oxley Act of 2002, we spend an increasing amount of 
management’s time and resources (both internal and external) to comply with changing laws, regulations and 
standards relating to corporate governance and public disclosures. This compliance requires management’s annual 
review and evaluation of our internal control systems. This process has caused us to engage outside advisory 
services and has resulted in additional accounting and legal expenses. We may encounter problems or delays in 
completing these reviews and evaluation and the implementation of improvements. If we are not able to timely 
comply with the requirements set forth in the Sarbanes-Oxley Act of 2002, we might be subject to sanctions or 
investigation by regulatory authorities. Any such action could materially adversely affect our business and our stock 
price. 
We are highly dependent on the proper functioning of our information systems. 
We are highly dependent on the proper functioning of our information systems in operating our business. 
Critical information systems used in daily operations match employee resources and client assignments and track 
regulatory credentialing. They also perform payroll, billing and accounts receivable functions. While we have 
multiple back up plans for these types of contingencies, our information systems are vulnerable to fire, storm, flood, 
power loss, telecommunication outages, physical or software break-ins and similar events. If our information
 25 
systems become inoperable, or are otherwise unavailable, these functions would have to be accomplished manually, 
which in turn could impact our financial viability, due to the increased cost associated with performing these 
functions manually. 
 
We may have difficulty identifying and executing acquisitions on favorable terms and therefore may grow at 
slower than anticipated rates. 
 
One of our key growth strategies is to selectively pursue acquisitions. Through acquisitions, we expect to 
be able to expand our base of federal government customers, increase the range of solutions we offer to our 
customers and deepen our penetration of existing markets and customers. We may encounter difficulty identifying 
and executing suitable acquisitions. To the extent that management is involved in identifying acquisition 
opportunities or integrating new acquisitions into our business, our management may be diverted from operating our 
core business. Without acquisitions, we may not grow as rapidly as expected, which could cause our actual results to 
differ materially and adversely from those anticipated. 
 
We may encounter other risks in executing our acquisition strategy, including: 
 
•  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. 
 
Any of these risks could cause our actual results to differ materially and adversely from those anticipated. 
 
We may have difficulty integrating the operations of any companies we acquire, including our May 2016 
acquisition of Danya International, which could cause actual results to differ materially and adversely from those 
anticipated. 
 
The success of our acquisition strategy will depend upon our ability to successfully integrate any businesses 
we may acquire in the future. The integration of these businesses into our operations may result in unforeseen 
operating difficulties, absorb significant management attention and require significant financial resources that would 
otherwise be available for the ongoing development of our business. These integration difficulties include the 
integration of personnel with disparate business backgrounds, the transition to new information systems, 
coordination of geographically dispersed organizations, loss of key employees of acquired companies, and 
reconciliation of different corporate cultures. For these or other reasons, we may be unable to retain key customers 
of acquired companies. Moreover, any acquired business may not generate the revenue or net income we expected 
or produce the efficiencies or cost-savings we anticipated. Any of these outcomes could cause our actual results to 
differ materially and adversely from those anticipated. 
 
If our subcontractors do not perform their contractual obligations, our performance as a prime contractor and 
our ability to obtain future business could be materially and adversely impacted and our actual results could 
differ materially and adversely from those anticipated. 
  
Our performance of government contracts may involve the issuance of subcontracts to other companies 
upon which we rely to perform all or a portion of the work we are obligated to deliver to our customers. 
Unsatisfactory performance by one or more of our subcontractors to deliver on a timely basis the agreed-upon 
supplies, perform the agreed-upon services, or appropriately manage their vendors may materially and adversely 
impact our ability to perform our obligations as a prime contractor.  A subcontractor’s performance deficiency could 
result in the government terminating our contract for default. A default termination could expose us to liability for 
excess costs of re-procurement by the government and have a material adverse effect on our ability to compete for 
future contracts and task orders. Depending upon the level of problem experienced, such problems with 
subcontractors could cause our actual results to differ materially and adversely from those anticipated.
 26 
We have a substantial amount of goodwill on our balance sheet. Future write-offs of goodwill may have the effect 
of decreasing our earnings or increasing our losses. 
We have previously obtained growth through acquisitions of other companies and businesses. Under 
existing accounting standards, we are required to periodically review goodwill assets for possible impairment. In the 
event that we are required to write down the value of any assets under these pronouncements, it may materially and 
adversely affect our earnings.  
Risks Relating To Our Revolving Credit Line 
 
We have incurred significant debt in connection with our recent acquisition and we must make the scheduled 
principal and interest payments on the facility and maintain compliance with other debt covenants. 
 
On May 2, 2016, we entered into a loan agreement with Fifth Third Bank under which the bank agreed to 
provide (i) a $25.0 million senior secured term loan (the “Term Loan”) with a five year maturity date and (ii) a two 
(2) year revolving loan facility in an aggregate amount of up to $10.0 million (the “Revolving Loan Facility”). Upon 
closing of this financing, we received the full $25.0 million of proceeds under the Term Loan and drew $5.0 million 
from the Revolving Loan Facility and used such amounts in connection with the Danya acquisition. The loan is 
secured by all of our assets. Interest on the loan accrues at the rate of LIBOR plus 3.0% per annum.  
 
The loan agreement requires compliance with a number of financial covenants and contains restrictions on 
our ability to engage in certain transactions. Among other matters, we must comply with limitations on: granting 
liens; incurring other indebtedness; maintenance of assets; investments in other entities and extensions of credit; 
mergers and consolidations; and changes in nature of business. Also, the loan agreement requires us to comply with 
certain financial covenants including a minimum fixed charge coverage ratio and a Funded Indebtedness to Adjusted 
EBITDA ratio. In addition to monthly payments of the outstanding indebtedness, the loan agreement also requires 
prepayments of a percentage of excess cash flow, as defined in the loan agreement. Accordingly, a portion of our 
cash flow from operations will be dedicated to the repayment of our indebtedness.  
 
The loan agreement provides for customary events of default following which the bank may, at its option, 
terminate the commitments under the loan agreement, stop making additional credit available, declare amounts 
outstanding, including principal and accrued interest and fees, payable immediately, and enforce any and all rights 
and interests of the lenders. The defined events of default include, among other things, a payment default, covenant 
default or defaults on other indebtedness or judgments in excess of a stipulated amount, change of control events, 
suspension or disbarment from contracting with the federal government and the material inaccuracy of our 
representations and warranties. If we are unable to make the scheduled principal and interest payments on the loan 
agreement or maintain compliance with other debt covenants, we may be in default under the loan agreement, which 
would likely have a material adverse effect on our business, financial condition and results of operations.  
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS  
   Certain statements made in this prospectus and in the documents incorporated by reference are not based on 
historical facts, but are forward-looking statements. These statements can be identified by the use of forward-
 looking terminology such as “believes,” “estimates,” “expects,” “may,” “will,” “should,” or “anticipates,” or the 
negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These 
statements reflect our reasonable judgment with respect to future events and are subject to risks and uncertainties 
that could cause actual results to differ materially from those in the forward-looking statements. We believe that it is 
important to communicate our future expectations to our investors. There will be events in the future, however, that 
we are not able to predict accurately or control. The factors listed under “Risk Factors” in this prospectus and in any 
documents incorporated by reference into this prospectus as well as any cautionary language in this prospectus, 
provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the 
expectations we describe in our forward-looking statements. Such risks and uncertainties include, among other 
things, risks and uncertainties related to:  
  • the effects of future legislative or government budgetary and spending changes;  
   
 • the use of a substantial portion of our existing cash resources in our recent acquisition;
 27 
   
 • incurrence of a substantial amount of debt with increased interest expense and amortization demands, compliance 
with new bank financial and other covenants, 
   
 • delays in the U.S. government contract procurement process or the award of contracts; delays or loss of contracts 
as result of competitor protests 
   
  • difficulties in integrating acquired businesses;  
    
  • the outcome of reviews or audits, which might result in financial penalties and reduce our ability to respond to 
invitations for new work;  
    
  • a failure to comply with laws governing our business, which might result in our being subject to fines, penalties 
and other sanctions;  
    
  • our failure to successfully bid for and accurately price contracts to generate our desired profit;  
    
  • our ability to maintain relationships with key government entities or prime contractors or joint venture partners, 
from whom a substantial portion of our revenue is derived;  
    
  • the ability of government customers to terminate contracts on short notice, with or without cause;  
    
  • our ability to manage capital investments and up-front costs incurred before we receive related contract payments;  
    
  • our ability to maintain technology systems and otherwise protect confidential or protected information;  
    
  • our ability to execute our business plan and long-term management initiatives effectively and to overcome these 
and other known and unknown risks that we face; and 
    
  • other factors, including those discussed in “Risk Factors” in this prospectus and incorporated by reference into 
this prospectus. 
 
Before you invest in our securities, you should be aware that the occurrence of the events described in these 
risk factors and elsewhere in this prospectus under the heading “Risk Factors,” and in any documents incorporated 
by reference into this prospectus could have a material adverse effect on our business, results of operations and 
financial position. Any forward-looking statement made by us in this prospectus speaks only as of the date on which 
we make it. Factors or events that could cause our actual results to differ will emerge from time to time, and it is not 
possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking 
statements, whether as a result of new information, future events or otherwise, except as required by law. All 
forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You are 
advised to consult any further disclosures we make on related subjects in the reports we file with the SEC pursuant 
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.  
 
USE OF PROCEEDS 
 
 Although the actual amount will depend on participation in the rights offering, we expect that the gross 
proceeds from the rights offering will be approximately $2,650,000. We estimate our offering expenses to be  
approximately $                              .  We intend to use the proceeds of the rights offering to repay the $2.5 million of 
subordinated notes held by funds affiliated with Wynnefield Capital, plus the accrued interest on such amount. Any 
additional amounts that we receive in this rights offering will by used to  provide for additional liquidity for working 
capital and general corporate purposes. 
  
CAPITALIZATION  
  
 The following table describes capitalization as of March 31, 2016, on an actual basis and on an adjusted pro 
forma basis to give effect to the acquisition of Danya as if the transaction had occurred on October 1, 2014. The pro 
forma balance sheet adjustments presented below include extinguishing the $2.5 million subordinated debt with
 28 
proceeds from this rights offering. Proceeds from Term Loan and subordinated debt were $32.5 million. The 
remaining debt after extinguishing the subordinated debt is $30.0 million senior debt. These adjustments assume 
gross proceeds from this rights offering of $2,650,000 before deducting the estimated offering expenses of 
approximately $                           .  As adjusted balances are subject to change based upon final participation in the 
rights offering. You should read this table together with our Current Report on Form 8-K/A filed on June 30, 2016, 
and the information under the heading “Management’s Discussion and Analysis of Results of Operations and 
Financial Condition” and our unaudited consolidated financial statements and related notes and other financial 
information in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 incorporated into this 
prospectus by reference.  
  
    As of March 31, 2016   
    Actual     As Adjusted(1)   
    (unaudited)     (unaudited)    
    (in thousands, except share amounts)  
Cash and cash equivalents   $ 6,934    $ (24)  
       
Accrued payroll   $ 2,617    $ 3,703  
Accounts payable, accrued expenses and other current liabilities   3,813   7,496 
Total Current Liabilities   6,430   11,199 
Other long term liabilities   168   30,168 
Total liabilities  $ 6,598   41,367 
       
Shareholders’ equity:            
Common stock, $0.001 par value—authorized, 40,000 shares; issued and 
outstanding, 9,717 at March 31, 2016 and 9,551 at September 30, 2015   $  10       12  
Preferred stock, $0.1 par value—authorized, 5,000 shares; none issued 
and outstanding    
-- 
      
--  
  
Additional paid-in capital    76,717      81,715  
Accumulated deficit    (53,295)     (53,483) 
Total shareholders’ equity   $ 23,432     28,244  
       
Total Capitalization    $ 30,030    $ 69,611  
  
(1) Adjusted amounts are as set forth in Exhibit 99.3 to the Form 8-K/A filed by DLH on June 30, 2016, containing 
our pro forma financial statements resulting from our Acquisition.  These adjustments assume that the rights offering 
is fully subscribed. Depending on the extent to which the rights offering is actually subscribed, amounts may be less 
than presented. 
 
THE RIGHTS OFFERING 
 
The Subscription Rights 
 
 We are distributing, at no charge, to the record holders of our shares of common stock as of                               
, 2016, the record date, non-transferable subscription rights to purchase shares of our common stock at a 
subscription price of $                       per whole share. The subscription rights will entitle the holders of our common 
stock to purchase at total of approximately                      shares of our common stock. 
 
 Each eligible holder of record of shares of our common stock will receive one subscription right for each 
share of common stock owned by such holder as of 5:00 p.m., New York time, on the record date. Each subscription 
right will entitle the holder to a basic subscription privilege and an over-subscription privilege. 
  
 We intend to keep the rights offering open until                         , 2016, unless our board of directors, in its 
sole discretion, extends such time. 
 
Basic Subscription Privilege
 29 
 With your basic subscription privilege, each right entitles you to purchase                         shares of our 
common stock, upon delivery of the required documents and payment of the subscription price of $                      per 
share, prior to the expiration of the rights offering. Accordingly, you will need to exercise        subscription rights to 
purchase one whole share of our common stock at the subscription price of $            per whole share. You will 
receive one subscription right for each share of our common stock you owned as of 5:00 p.m., New York time, on 
the record date. You may exercise all or a portion of your basic subscription privilege; however, if you exercise less 
than your full basic subscription privilege, you will not be entitled to purchase shares under your over-subscription 
privilege. 
  
 We will not issue fractional shares of common stock in the rights offering, and holders will only be entitled 
to purchase a whole number of shares of common stock, rounded down to the nearest whole number a holder would 
otherwise be entitled to purchase, with the total subscription payment being adjusted accordingly. Any excess 
subscription payments received by the subscription agent will be returned promptly, without interest or penalty. 
  
Over-Subscription Privilege 
 
 If you purchase all of the shares of our common stock available to you pursuant to your basic subscription 
privilege, you may also choose to purchase a portion of the shares of our common stock that are not purchased by 
other stockholders through the exercise of their respective basic subscription privileges. If sufficient shares of 
common stock are available, we will seek to honor the over-subscription requests in full. If, however, over-
 subscription requests exceed the number of shares of common stock available, we will allocate the available shares 
of common stock pro rata among each person property exercising the over-subscription privilege in proportion to the 
number of shares of common stock each person subscribed for under the basic subscription privilege. If this pro rata 
allocation results in any person receiving a greater number of shares of common stock than the person subscribed for 
pursuant to the exercise of the over-subscription privilege, then such person will be allocated only that number of 
shares for which the person over-subscribed, and the remaining shares of common stock will be allocated among all 
other persons exercising the over-subscription privilege on the same pro rata basis described above. The proration 
process will be repeated until all shares of common stock have been allocated or all over-subscription requests have 
been fulfilled, whichever occurs earlier.  
 
 We have implemented a limitation upon the subscription rights in the over-subscription privilege which 
may be exercised by the subscribers in the rights offering. As a condition to the rights offering, and by signing the 
Election To Purchase, the subscriber understands and agrees that: 
 
•  the subscriber shall not have the right to purchase in the over-subscription privilege more than a 
number of shares in excess of the number of shares of common stock beneficially owned by such 
subscriber as of the record date; and  
 
•  we have the right to instruct the Subscription Agent to reduce the amount of any over-subscription 
exercise in excess of the limitation set forth above.  
        In order to properly exercise your over-subscription privilege, you must deliver the subscription payment 
related to your over-subscription privilege prior to the expiration of the rights offer. Because we will not know the 
total number of unsubscribed shares prior to the expiration of the rights offer, if you wish to maximize the number of 
shares you purchase pursuant to your over-subscription privilege, you will need to deliver payment in an amount 
equal to the aggregate subscription price for the maximum number of shares of our common stock that may be 
available to you (i.e., for the maximum number of shares of common stock available to you, assuming you exercise 
all of your basic subscription privilege and are allotted the full amount of your over-subscription as elected by you).  
        We can provide no assurance that you will actually be entitled to purchase the number of shares issuable upon 
the exercise of your over-subscription privilege in full at the expiration of the rights offering. We will not be able to 
satisfy your exercise of the over-subscription privilege if all of our stockholders exercise their basic subscription 
privileges in full, and we will only honor an over-subscription privilege to the extent a sufficient amount of shares of 
our common stock are available following the exercise of subscription rights under the basic subscription privileges.
 30 
        To the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you 
pursuant to the over-subscription privilege is less than the amount you actually paid in connection with the exercise 
of the over-subscription privilege, you will be allocated only the number of unsubscribed shares available to you, 
and any excess subscription payments received by the subscription agent will be returned promptly, without interest 
or penalty. To the extent the amount you actually paid in connection with the exercise of the over-subscription 
privilege is less than the aggregate subscription price of the maximum number of unsubscribed shares available to 
you pursuant to the over-subscription privilege, you will be allocated the number of unsubscribed shares for which 
you actually paid in connection with the over-subscription privilege.  
Delivery of Shares of Common Stock Acquired in the Rights Offering  
 
 If you purchase shares in the rights offering by submitting a rights certificate and payment, we will mail 
you a stock certificate evidencing the new shares purchased as soon as practicable after the completion of the rights 
offering. One stock certificate will be generated for each rights certificate processed. Until your stock certificate is 
received, you may not be able to sell the shares of common stock acquired in the rights offering. If, as of the record 
date, your shares were held by a custodian bank, broker, dealer or other nominee, and you participate in the rights 
offer, you will not receive stock certificates for your new shares. Your custodian bank, broker, dealer or other 
nominee will be credited with the shares of common stock you purchase in the rights offering as soon as practicable 
after the completion of the rights offering. 
  
Reasons for the Rights Offering  
 
 A rights offering provides the eligible stockholders the opportunity to participate in a capital raise on a pro 
rata basis and minimizes the dilution of their ownership interest in our company. Assuming all the shares of 
common stock offered are sold, we expect that the gross proceeds from the rights offering will be approximately 
$2,650,000. Our expenses are estimated to be $                       .  We are conducting the rights offering to raise capital 
which will be used to repay the outstanding subordinated notes in the aggregate principal amount of $2,500,000 that 
are held by funds affiliated with Wynnefield Capital, Inc. Wynnefield Capital acquired these subordinated notes in 
connection with the financing of the Danya acquisition.   
 
Effect of Rights Offering on Existing Stockholders  
 
 The ownership interests and voting interests of the existing stockholders that do not fully exercise their 
basic subscription privileges will be diluted. 
 
  
Method of Exercising Subscription Rights  
 
 The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise 
your subscription rights as follows:  
 
 Subscription by Registered Holders  
  
 If you hold certificates of shares of our common stock, the number of rights you may exercise pursuant to 
the basic subscription privilege will be indicated on the rights certificate delivered to you. You may exercise your 
subscription rights by properly completing and executing the rights certificate and forwarding it, together with your 
full subscription payment, to the subscription agent at the address set forth below in this section under the heading 
“Subscription Agent,” prior to the expiration of the rights offering.  
  
 Subscription by DTC Participants  
 
 We expect that the exercise of your subscription rights may be made through the facilities of DTC. If your 
subscription rights are held of record through DTC, you may exercise your subscription rights by instructing DTC, 
or having your broker instruct DTC, to transfer your subscription rights from your account to the account of the 
subscription agent, together with certification as to the aggregate number of subscription rights you are exercising 
and the number of shares of our common stock you are subscribing for under your basic subscription privilege and 
your over-subscription privilege, if any, and your full subscription payment.
 31 
 Subscription by Beneficial Owners  
  
 If you are a beneficial owner of our shares of common stock that are registered in the name of a broker, 
dealer, custodian bank or other nominee, you will not receive a rights certificate. Instead, one subscription right will 
be issued to the nominee record holder for each share of our common stock that you own at the record date. If you 
are not contacted by your broker, dealer, custodian bank or other nominee, you should promptly contact your broker, 
dealer, custodian bank or other nominee in order to subscribe for shares of our common stock in the rights offering.  
  
 If you hold your shares of our common stock in the name of a broker, dealer, custodian bank or other 
nominee, your nominee will exercise the subscription rights on your behalf in accordance with your instructions. 
Your nominee may establish a deadline that may be before the 5:00 p.m., New York time,                 , 2016 
expiration date we have established for the rights offering.  
 
Payment Method for Registered Holders 
 
 As described in the instructions accompanying the rights certificate, payments must be made in full in 
United States dollars for the full number of shares of our common stock for which you are subscribing by cashier’s 
or certified check drawn upon a United States bank payable to the subscription agent at the address set forth below 
in this section under the heading “Subscription Agent.”  
 
 Personal checks are not accepted. Payment received after the expiration of the rights offering may not be 
honored, and the subscription agent will return your payment to you promptly, without interest or penalty.  
 
 You should read and follow the delivery and payment instructions accompanying the rights certificate. DO 
NOT SEND RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO DLH.  Except as described below under 
“— Guaranteed Delivery Procedures,” we will not consider your subscription received until the subscription agent 
has received delivery of a properly completed and duly executed rights certificate and other subscription documents 
and payment of the full subscription amount. The risk of delivery of all documents and payments is borne by you or 
your nominee, not by the subscription agent or us. 
 
 The method of delivery of rights certificates and payment of the subscription amount to the subscription 
agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send 
subscription materials and payments by overnight courier or by registered mail, properly insured, with return receipt 
requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and clearance 
of payment prior to the expiration of the rights offering. 
 
 Unless a rights certificate provides that the shares of our common stock are to be delivered to the record 
holder of such rights or such certificate is submitted for the account of a bank or a broker, signatures on such rights 
certificate must be guaranteed by an “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 of the 
Securities Exchange Act of 1934, as amended) that is a participant in the Securities Transfer Agents Medallion 
Program, the New York Stock Exchange Program Medallion Signature Program or the Stock Exchange Medallion 
Program, subject to any standards and procedures adopted by the subscription agent.  
 
Missing or Incomplete Subscription Information  
 
 If you do not indicate the number of subscription rights being exercised, or the subscription agent does not 
receive the full subscription payment for the number of subscription rights that you indicate are being exercised, 
then you will be deemed to have exercised the maximum number of subscription rights that may be exercised with 
the aggregate subscription payment you delivered to the subscription agent. If the subscription agent does not apply 
your full subscription payment to your purchase of our shares of common stock, any excess subscription payment 
received by the subscription agent will be returned promptly, without interest or penalty. 
 
Expiration Date and Amendments  
 
 The subscription period, during which you may exercise your subscription rights, expires at 5:00 p.m., New 
York time, on                             , 2016, which is the expiration of the rights offering. If you do not exercise your
 32 
subscription rights prior to that time, your subscription rights will expire and will no longer be exercisable. We will 
not be required to issue shares of common stock to you if the subscription agent receives your rights certificate and 
subscription payment after that time, regardless of when the rights certificate and subscription payment were sent by 
you, unless you send the documents in compliance with the guaranteed delivery procedures described below. We 
have the option to extend the rights offering and the period for exercising your subscription rights, although we do 
not presently intend to do so. We may extend the expiration of the rights offering by giving oral or written notice to 
the subscription agent prior to the expiration of the rights offering. If we elect to extend the expiration of the rights 
offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York time, on the 
next business day after the most recently announced expiration of the rights offering. We reserve the right to amend 
or modify the terms of the rights offering. 
 
Subscription Price 
 
The subscription price was determined by our board of directors. Our board of directors considered a 
number of factors in determining the price for the rights offering, including: 
  
  the price per share at which the standby purchaser is willing to serve as the standby purchaser; 
  
  the price at which our stockholders might be willing to participate in the rights offering; 
 
  the terms of our note purchase agreement with Wynnefield Capital; 
  
  historical and current trading prices for our common stock, which is generally thinly traded, including on a 
volume weighted average share price basis over certain periods; and 
  
  the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata 
basis. 
 
We cannot assure you that the market price for our common stock during the rights offering will be equal to or 
above the subscription price or that a subscribing owner of rights will be able to sell the shares of common stock 
purchased in the rights offering at a price equal to or greater than the subscription price. 
 
Conditions, Withdrawal and Termination 
 
 We reserve the right to withdraw the rights offering prior to the expiration of the rights offer for any reason. 
We may terminate the rights offering, in whole or in part, if at any time before completion of the rights offering 
there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held to be 
applicable to the rights offering that in the sole judgment of our board of directors would or might make the rights 
offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the 
rights offering. We may waive any of these conditions and choose to proceed with the rights offering even if one or 
more of these events occur. If we terminate the rights offering, in whole or in part, all affected subscription rights 
will expire without value, and all excess subscription payments received by the subscription agent will be returned 
promptly, without interest or penalty. If we cancel the rights offering, we will issue a press release notifying 
stockholders of the cancellation, and all subscription payments received by the subscription agent will be returned 
promptly, without interest or penalty. 
 
Subscription Agent  
 
 The subscription agent for this offering is Continental Stock Transfer & Trust Co. The address to which 
subscription documents, rights certificates, notices of guaranteed delivery and subscription payments should be 
mailed or delivered is:  
Continental Stock Transfer & Trust Company 
Attn: Corporate Actions Department  
17 Battery Place – 8th Floor  
New York, NY 10004
 33 
 You are solely responsible for completing delivery to the subscription agent of your subscription materials. 
The subscription materials are to be received by the subscription agent on or prior to 5:00 p.m., New York time, on                                                                    
, 2016. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent. If 
you deliver subscription materials in a manner different from those described in this prospectus, we may not honor 
the exercise of your subscription rights.  
 
Information Agent  
 
 We have appointed Continental Stock Transfer & Trust Company as information agent for the rights 
offering. Any questions regarding the DLH rights offering or requests for additional copies of documents may be 
directed to Continental Stock Transfer & Trust Company,  Attn: Corporate Actions Department at (917) 262-2378, 
Monday through Friday (except bank holidays), between 9:00 a.m. and 6:00 p.m., New York time. 
 
Fees and Expenses 
 
 We will pay all fees charged by the subscription agent and information agent. You are responsible for 
paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of the 
subscription rights. 
 
Fractional Shares 
 
 We will not issue fractional shares. Fractional shares of common stock resulting from the exercise of the 
basic subscription privilege will be eliminated by rounding down to the nearest whole share. 
 
Medallion Guarantee May Be Required 
 
 Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as 
a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory 
Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, 
subject to standards and procedures adopted by the subscription agent, unless: 
 
 your subscription rights certificate provides that shares are to be delivered to you as record holder of 
those subscription rights; or 
 
 you are an eligible institution. 
  
  
 You can obtain a signature guarantee from a financial institution — such as a commercial bank, savings, 
bank, credit union or broker dealer — that participates in one of the Medallion signature guarantee programs. The 
three Medallion signature guarantee programs are the following: 
 
 Securities Transfer Agents Medallion Program (STAMP) whose participants include more than 7,000 
U.S. and Canadian financial institutions. 
 
 Stock Exchanges Medallion Program (SEMP) whose participants include the regional stock exchange 
member firms and clearing and trust companies. 
 
 New York Stock Exchange Medallion Signature Program (MSP) whose participants include NYSE 
member firms. 
 
  
 If a financial institution is not a member of a recognized Medallion signature guarantee program, it would 
not be able to provide signature guarantees. Also, if you are not a customer of a participating financial institution, it 
is likely the financial institution will not guarantee your signature. Therefore, the best source of a Medallion 
Guarantee would be a bank, savings and loan association, brokerage firm, or credit union with whom you do 
business. The participating financial institution will use a Medallion imprint or stamp to guarantee the signature,
 34 
indicating that the financial institution is a member of a Medallion signature guarantee program and is an acceptable 
signature guarantor. 
 
Notice to Nominees  
 
 If you are a broker, dealer, custodian bank or other nominee holder that holds shares of our common stock 
for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are 
the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their 
subscription rights. You should obtain instructions from the beneficial owner, as set forth in the instructions we have 
provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should submit 
information and payment for shares. We expect that the exercise of subscription rights on behalf of beneficial 
owners may be made through the facilities of DTC. You may exercise individual or aggregate beneficial owner 
subscription rights by instructing DTC to transfer subscription rights from your account to the account of the 
subscription agent, together with certification as to the aggregate number of subscription rights exercised and the 
number of common shares subscribed for under the basic subscription privilege and the over-subscription privilege, 
if any, and your full subscription payment. 
 
Beneficial Owners  
 
 If you do not hold certificates for shares of our common stock, you are a beneficial owner of our shares of 
our common stock. Instead of receiving a rights certificate, you will receive your subscription rights through a 
broker, dealer, custodian bank or other nominee. We will ask your broker, dealer, custodian bank or other nominee 
to notify you of the rights offering.  
 
 You should contact your broker, dealer, custodian bank or other nominee if you do not receive information 
regarding the rights offering, but believe you are entitled to subscription rights. We are not responsible if you do not 
receive notice by your broker, dealer, custodian bank or other nominee or if you do not receive notice in time to 
respond to your nominee by the deadline established by the nominee, which may be prior to 5:00 p.m. New York 
time, on                                   , 2016. 
 
 If you wish to exercise your subscription rights, you will need to have your broker, dealer, custodian bank 
or other nominee act for you. If you hold certificates for shares of our common stock and received a rights 
certificate, but would prefer to have your broker, dealer, custodian bank or other nominee act for you, you should 
contact your nominee and request it to effect the transaction for you.  
 
Guaranteed Delivery Procedures  
 
 If you wish to exercise subscription rights, but you do not have sufficient time to deliver the rights 
certificate evidencing your subscription rights to the subscription agent prior to the expiration of the rights offering, 
you may exercise your subscription rights by the following guaranteed delivery procedures: 
 
 deliver to the subscription agent prior to the expiration of the rights offering the subscription payment 
for each share you elected to purchase pursuant to the exercise of subscription rights in the manner set 
forth above under “— Payment Method,” 
 
 deliver to the subscription agent prior to the expiration of the rights offering the form entitled “Notice 
of Guaranteed Delivery,” and 
 
 deliver the properly completed rights certificate evidencing your subscription rights being exercised 
and the related nominee holder certification, if applicable, with any required signatures guaranteed, to 
the subscription agent within three (3) business days following the date you submit your Notice of 
Guaranteed Delivery. 
 
 Your Notice of Guaranteed Delivery must be delivered in substantially the same form provided with the 
“Form of Instructions for Use of DLH Subscription Rights Certificates,” which will be distributed to you with your 
rights certificate. Your Notice of Guaranteed Delivery must include a signature guarantee from an eligible
 35 
institution, acceptable to the subscription agent. A form of that guarantee is included with the Notice of Guaranteed 
Delivery. 
 
 In your Notice of Guaranteed Delivery, you must provide:  
 
 your name; 
 
 the number of subscription rights represented by your rights certificate, the number of shares of our 
common stock for which you are subscribing under your basic subscription privilege, and the number 
of shares of our common stock for which you are subscribing under your over-subscription privilege, if 
any; and 
 
 your guarantee that you will deliver to the subscription agent a rights certificate evidencing the 
subscription rights you are exercising within three (3) business days following the date the subscription 
agent receives your Notice of Guaranteed Delivery. 
 
  
 You may deliver your Notice of Guaranteed Delivery to the subscription agent in the same manner as your 
rights certificate at the address set forth above under “— Subscription Agent.” Eligible institutions may also 
alternatively transmit a Notice of Guaranteed Delivery to the subscription agent by facsimile transmission at (___) 
___-____.  
 
 The information agent will send you additional copies of the form of Notice of Guaranteed Delivery if you 
need them. You should call Continental Stock Transfer & Trust Company, Corporate Actions Department at 
(917) 262-2378, to request additional copies of the form of Notice of Guaranteed Delivery.  
 
Validity of Subscriptions 
 
 We will resolve all questions regarding the validity and form of the exercise of your subscription rights, 
including time of receipt and eligibility to participate in the rights offering. Our determination will be final and 
binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional 
or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not 
properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection 
with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither 
we nor the subscription agent shall be under any duty to notify you or your representative of defects in your 
subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights 
offering, only when a properly completed and duly executed rights certificate and any other required documents and 
the full subscription payment has been received by the subscription agent. Our interpretations of the terms and 
conditions of the rights offering will be final and binding. 
 
Escrow Arrangements; Return of Funds 
 
 The subscription agent will hold funds received in payment for shares of our common stock in a segregated 
account pending completion of the rights offering. The subscription agent will hold this money in escrow until the 
rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all 
subscription payments received by the subscription agent will be returned promptly, without interest or penalty. 
 
Stockholder Rights 
 
 You will have no rights as a holder of our shares of common stock you purchase in the rights offering, if 
any, until certificates representing our shares of common stock are issued to you or until your account at your record 
holder is credited with shares of common stock purchased in the rights offering. You will have no right to revoke 
your subscriptions once made in accordance with the procedures set forth in this prospectus. 
  
Foreign Stockholders
 36 
 We will not mail this prospectus or rights certificates to stockholders with addresses that are outside the 
United States or that have an army post office or foreign post office address. The subscription agent will hold these 
rights certificates for their account. To exercise subscription rights, our foreign stockholders must notify the 
subscription agent prior to 11:00 a.m., New York time, at least three business days prior to the expiration of the 
rights offering of their exercise of such rights, and, with respect to holders whose addresses are outside the United 
States, provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of such 
subscription rights does not violate the laws of the jurisdiction of such stockholder. 
 
No Revocation or Change 
 
 Once you submit the form of rights certificate to exercise any subscription rights, you are not allowed to 
revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, 
even if you learn information about us that you consider to be unfavorable. You should not exercise your 
subscription rights unless you are certain that you wish to purchase additional common shares at the subscription 
price.  
Arrangements with Wynnefield Capital 
Wynnefield Capital beneficially owns approximately 42% (4,377,286 total shares) (excluding warrants held 
by Wynnefield Capital) of our outstanding shares of common stock on the record date. In May 2016, we entered into 
a note purchase agreement with funds affiliated with Wynnefield Capital in connection with our acquisition of 
Danya International, pursuant to which the affiliated funds purchased from us subordinated notes in the aggregate 
principal amount of $2.5 million. The notes issued to the subordinated lenders mature on the earlier of the 66-month 
anniversary of issuance or our completion of an equity financing transaction, including a rights offering, resulting in 
at least $2.5 million of gross proceeds. Under this agreement, we agreed to use our best efforts to effect a rights 
offering for at least $2.5 million, in order to generate the proceeds to retire the subordinated notes. In addition, under 
the note purchase agreement, the subordinated lenders agreed to use commercially reasonable efforts to enter into a 
standby purchase agreement pursuant to which they will exercise such number of purchase rights as shall equal 
$2,500,000 (in the aggregate), less the amount of the total exercise price received by us in this rights offering from 
the exercise of purchase rights by our other shareholders, including pursuant to over-subscription rights. We also 
granted Wynnefield Capital the right, subject to certain exceptions, including this rights offering, to purchase a pro 
rata portion of any new equity securities proposed to be offered or sold by us, for a period expiring on the earlier of 
the maturity date or the accelerated payment date of the subordinated notes. 
 The agreement by Wynnefield Captial, or its affiliates, to serve as a standby purchaser in connection with 
this rights offering is subject to the negotiation and execution of a mutually acceptable standby purchase agreement. 
Execution of the definitive standby purchase agreement is subject to definitive pricing of the shares in this rights 
offering to be determined by a special committee of our board of directors and other usual and customary conditions. 
We also agreed with Wynnefield Capital that although the exercise price of the subscription rights to be distributed 
to shareholders in the rights offering will be fixed at the time of the offering and will be subject to market 
conditions, that the exercise price will not exceed $3.73 without its consent. However, the standby purchase 
agreement will provide that the standby purchaser will purchase such shares from us at the same subscription price 
and upon the same terms as all our other shareholders. To the extent that Wynnefield Capital makes purchases under 
the standby agreement, the purchase price for exercising the subscription rights will be paid by offsetting against and 
reducing the principal amount of the subordinated notes. We are not paying Wynnefield Capital any commitment or 
underwriting fee, or other discount in connection with the rights offering.  
 
 
Material U.S. Federal Income Tax Consequences 
 
 For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of 
subscription rights. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences.”  
 
Listing 
  
 The subscription rights are not transferable, and we will not apply for listing of such rights on the Nasdaq 
Stock Market. Shares of our common stock are, and we expect that the shares of common stock to be issued in the
 37 
rights offering will be, traded on the Nasdaq Stock Market under the symbol “DLHC.” The last reported sales price 
of our common stock on the Nasdaq Stock Market on                                  , 2016 the last practicable date before the 
filing of this prospectus, was $                     .  We urge you to obtain a current market price for the shares of our 
common stock before making any determination with respect to the exercise of your rights. 
 
Outstanding Shares of Common Stock after the Rights Offering 
  
 As of June 30, 2016, the last practicable date before the filing of this prospectus, 10,406,547 of our shares 
of common stock were issued and outstanding and there were no rights to purchase shares of our common stock 
outstanding. Assuming no other transactions by us involving shares of our common stock, and no options for shares 
of our common stock are exercised, prior to the expiration of the rights offering, if the rights offering is fully 
subscribed through the exercise of the subscription rights, then an additional                                of our shares of 
common stock will be issued and outstanding after the closing of the rights offering, for a total 
of                         shares of common stock outstanding.  
 
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 
 
 The following summary describes the material U.S. federal income tax consequences of the receipt and 
exercise (or expiration) of the subscription rights or, if applicable, the over-subscription privilege, acquired through 
the rights offering and owning and disposing of the shares of common stock received upon exercise of the 
subscription rights. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), 
Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as currently 
in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No 
assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of 
the tax consequences described below. 
 
 This summary is for general information only and does not purport to discuss all aspects of U.S. federal 
income taxation that may be important to a particular holder in light of its particular circumstances or to holders that 
may be subject to special tax rules, including, but not limited to, partnerships or other pass-through entities, banks 
and other financial institutions, tax-exempt entities, employee stock ownership plans, certain former citizens or 
residents of the United States, insurance companies, regulated investment companies, real estate investment trusts, 
dealers in securities or currencies, brokers, traders in securities that have elected to use the mark-to-market method 
of accounting, persons holding subscription rights or shares of common stock as part of an integrated transaction, 
including a “straddle,” “hedge,” “constructive sale” or “conversion transaction,” persons whose functional currency 
for tax purposes is not the U.S. dollar, and persons subject to the alternative minimum tax provisions of the Code.  
 
 This summary applies to you only if you are a U.S. holder (as defined below) and receive your subscription 
rights in the rights offering, and you hold your subscription rights or shares of common stock issued to you upon 
exercise of the subscription rights or, if applicable, the over-subscription privilege, as capital assets for tax purposes. 
This summary does not apply to you if you are not a U.S. Holder. 
 
 We have not sought, and will not seek, a ruling from the IRS regarding the federal income tax 
consequences of the rights offering or the related share issuances. The following summary does not address the tax 
consequences of the rights offering or the related share issuance under foreign, state, or local tax laws. 
 
 You are a U.S. holder if you are a beneficial owner of subscription rights or common stock and you are: 
 
 An individual who is a citizen or resident of the United States for U.S. federal income tax purposes; 
 
 A corporation (or other business entity treated as a corporation for U.S. federal income tax purposes) 
created or organized in or under the laws of the United Sates, any state thereof or the District of 
Columbia; 
 
 An estate the income of which is subject to U.S. federal income tax regardless of its source; or
 38 
 A trust (a) if a court within the United States can exercise primary supervision over its administration 
and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) that 
has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. 
  
 
 If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) receives 
the subscription rights or holds the common stock received upon exercise of the subscription rights or, if applicable, 
the over-subscription privilege, the tax treatment of a partner in such partnership generally will depend upon the 
status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax 
advisor as to the U.S. federal income tax consequences of receiving and exercising the subscription rights and 
acquiring, holding or disposing of our common shares. 
  
 ACCORDINGLY, EACH RECIPIENT OF RIGHTS IN THE RIGHTS OFFERING SHOULD 
CONSULT THE RECIPIENT’S OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES 
OF THE RIGHTS OFFERING AND THE RELATED SHARE ISSUANCES THAT MAY RESULT FROM 
SUCH RECIPIENT’S PARTICULAR CIRCUMSTANCES.  
 
Taxation of Subscription Rights  
 
 Receipt of Subscription Rights  
 
 Your receipt of subscription rights pursuant to the rights offering should not be treated as a taxable 
distribution with respect to your existing shares of common stock for U.S. federal income tax purposes. Under 
Section 305 of the Code, a stockholder who receives a right to acquire shares will, in certain circumstances, be 
treated as having received a taxable dividend in an amount equal to the value of such right. A common stockholder 
who receives a right to acquire shares of common stock generally will be treated as having received a taxable 
dividend if such stockholder’s proportionate interest in the earnings and profits or assets of the corporation is 
increased and any other stockholder receives a distribution of cash or other property. For purposes of the above, 
“stockholder” includes holders of warrants, options and convertible securities. The application of this rule is very 
complex and subject to uncertainty. We believe, however, that pursuant to Section 305 of the Code and the Treasury 
Regulations issued thereunder, the receipt of subscription rights should generally not be taxable to a stockholder. 
  
 Tax Basis in the Subscription Rights  
 
 If the fair market value of the subscription rights you receive is less than 15% of the fair market value of 
your existing shares of common stock on the date you receive the subscription rights, the subscription rights will be 
allocated a zero basis for U.S. federal income tax purposes, unless you elect to allocate your basis in your existing 
shares of common stock between your existing shares of common stock and the subscription rights in proportion to 
the relative fair market values of the existing shares of common stock and the subscription rights determined on the 
date of receipt of the subscription rights. If you choose to allocate basis between your existing shares of common 
stock and the subscription rights, you must make this election on a statement included with your tax return for the 
taxable year in which you receive the subscription rights. Such an election is irrevocable.  
 
 However, if the fair market value of the subscription rights you receive is 15% or more of the fair market 
value of your existing shares of common stock on the date you receive the subscription rights, then you must 
allocate your basis in your existing shares of common stock between your existing shares of common stock and the 
subscription rights you receive in proportion to their fair market values determined on the date you receive the 
subscription rights. The fair market value of the subscription rights on the date the subscription rights will be 
distributed is uncertain. In determining the fair market value of the subscription rights, you should consider all 
relevant facts and circumstances, including the trading price thereof.  
 
Exercise of Subscription Rights  
  
 Generally, you will not recognize gain or loss on the exercise of a subscription right. Your tax basis in a 
new share of common stock acquired when you exercise a subscription right will be equal to your adjusted tax basis 
in the subscription right, if any, plus the subscription price. The holding period of a share of common stock acquired 
when you exercise your subscription rights will begin on the date of exercise.
 39 
 Expiration of Subscription Rights  
  
 If you allow subscription rights received in the rights offering to expire, you should not recognize any gain 
or loss for U.S. federal income tax purposes, and you should re-allocate any portion of the tax basis in your existing 
shares of common stock previously allocated to the subscription rights that have expired to the existing shares of 
common stock. 
 
Consequences if the Rights Offering Is Considered Part of a Disproportionate Distribution  
         
If the rights offering is part of a disproportionate distribution, the distribution of subscription rights will be 
taxable to you as a dividend to the extent that the fair market value of the subscription rights you receive is allocable 
to our current or accumulated earnings and profits for the taxable year in which the subscription rights are 
distributed. Dividends received by corporate holders of our common stock are taxable at ordinary corporate tax rates 
subject to any applicable dividends-received deduction. Subject to the discussion of the additional Medicare tax, 
below, dividends received by noncorporate holders of our common stock in taxable years beginning on or after 
January 1, 2013, are taxed at the holder’s capital gain tax rate (a maximum rate of 20%), provided that the holder 
meets applicable holding period and other requirements. Any distributions in excess of our current and accumulated 
earnings and profits will be treated as a tax-free return of basis, and any further distributions in excess of your tax 
basis in our common stock will be treated as gain from the sale or exchange of our common stock. Regardless of 
whether the distribution of subscription rights is treated as a dividend, as a tax-free return of basis or as gain from 
the sale or exchange of our common stock, your tax basis in the subscription rights you receive will be their fair 
market value.  
        If the receipt of subscription rights is taxable to you as described in the previous paragraph and you allow 
subscription rights received in the rights offering to expire, you should recognize a short-term capital loss equal to 
your tax basis in the expired subscription rights. Your ability to use any capital loss is subject to certain limitations. 
You will not recognize any gain or loss upon the exercise of the subscription rights, and the tax basis of the shares of 
our common stock acquired through exercise of the subscription rights will equal the sum of the subscription price 
for the shares and your tax basis in the subscription rights. The holding period for the shares of our common stock 
acquired through exercise of the subscription rights will begin on the date the subscription rights are exercised.  
        Under recently enacted legislation, certain U.S. holders that are individuals, estates or trusts are subject to an 
additional 3.8% Medicare tax (the “additional Medicare tax”) on unearned income. For individual U.S. holders, the 
additional Medicare tax applies to the lesser of (i) “net investment income” and (ii) the excess of “modified adjusted 
gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). 
“Net investment income” generally equals the taxpayer's gross investment income reduced by the deductions that 
are allocable to such income. Investment income generally includes dividends and capital gains. U.S. holders are 
urged to consult their tax advisors regarding the implications of the additional Medicare tax.  
Taxation of Shares of Common Stock  
 
 Distributions  
 
 Distributions with respect to shares of common stock acquired upon exercise of subscription rights will be 
taxable as dividend income when actually or constructively received to the extent of our current or accumulated 
earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a 
distribution exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-
 free return of capital to the extent of your adjusted tax basis in such shares of common stock and thereafter as capital 
gain. We currently do not make any cash distributions on our shares of common stock. 
 
 Dispositions  
 
 If you sell or otherwise dispose of the shares of common stock acquired upon exercise of the subscription 
rights, you will generally recognize capital gain or loss equal to the difference between the amount realized and your 
adjusted tax basis in the shares of common stock. Such capital gain or loss will be long-term capital gain or loss if
 40 
your holding period for the shares of common stock is more than one year. Long-term capital gain of an individual is 
generally taxed at favorable rates. The deductibility of capital losses is subject to limitations.  
 
 Foreign Accounts  
  
 Recently enacted legislation may impose withholding taxes on certain types of payments made to “foreign 
financial institutions” and certain other non-U.S. entities after December 31, 2012. The legislation imposes a 30% 
withholding tax on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a 
foreign financial institution unless the foreign financial institution enters into an agreement with the U.S. Treasury to 
among other things, undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, 
annually report certain information about such accounts and withhold 30% on payments to account holders whose 
actions prevent it from complying with these reporting and other requirements. In addition, the legislation imposes a 
30% withholding tax on the same types of payments to a foreign non-financial entity unless the entity certifies that it 
does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. 
owner. Prospective investors should consult their tax advisors regarding this legislation. 
 
 Health Care and Reconciliation Act of 2010  
  
 On March 30, 2010, President Obama signed into law the Health Care and Reconciliation Act of 2010, 
which requires certain U.S. stockholders who are individuals, estates or trusts to pay a 3.8% tax on, among other 
things, dividends on and capital gains from the sale or other disposition of stock for taxable years beginning after 
December 31, 2012. U.S. stockholders should consult their tax advisors regarding the effect, if any, of this 
legislation on their ownership and disposition of our common stock. 
 
Information Reporting and Backup Withholding  
 
 You may be subject to information reporting and/or backup withholding with respect to dividend payments 
on or the gross proceeds from the disposition of our common stock acquired through the exercise of subscription 
rights. Backup withholding may apply under certain circumstances if you (1) fail to furnish your social security or 
other taxpayer identification number (“TIN”), (2) furnish an incorrect TIN, (3) fail to report interest or dividends 
properly, or (4) fail to provide a certified statement, signed under penalty of perjury, that the TIN provided is 
correct, that you are not subject to backup withholding and that you are a U.S. person. Any amount withheld from a 
payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with 
respect to) your U.S. federal income tax liability, provided that the required information is furnished to the IRS. 
Certain persons are exempt from backup withholding, including corporations and financial institutions. You are 
urged to consult your own tax advisor as to your qualification for exemption from backup withholding and the 
procedure for obtaining such exemption.  
 
MARKET PRICE OF COMMON STOCK AND DIVIDEND POLICY  
 
Trading Prices  
 
 Our common stock trades on the Nasdaq Capital Market under the symbol “DLHC”. The following table 
sets forth, for the periods indicated, the high and low sales prices for our common stock, as reported on the Nasdaq 
Stock Market. The market prices set forth below may not be indicative of the future value of our common stock.  
 
Fiscal Year Ended September 30, 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
 41 
Fiscal Year Ended September 30, 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 Ending September 30, 2016  LOW  HIGH 
1st Quarter  $ 1.89   $ 4.47  
2nd Quarter  $ 2.50   $ 4.38  
3rd Quarter  $ 3.51   $ 5.32  
 
 On June 30, 2016, the last practicable date before the filing of this prospectus, the last reported sales price 
of our common stock on the Nasdaq Capital Market was $5.05 per share. As of June 29, 2016, there were 149 record 
holders of our common stock. This number does not include the number of persons or entities that hold stock in 
nominee or street name through various brokerage firms, banks and other nominee 
 
Dividend Policy  
 
 We have not declared any cash dividends on its common stock since our inception and have no intention of 
paying any cash dividends on our common stock in the foreseeable future.  We intend to retain future earnings for 
use in the operation and expansion of our business. 
 
DESCRIPTION OF CAPITAL STOCK  
 
General  
 
 Our authorized capital stock, as set forth in our amended and restated certificate of incorporation, consists 
of 40,000,000 shares of common stock, par value $0.001 per share, and shares of preferred stock, par value of $0.10 
per share. As of the date of this prospectus, there were 10,406,547 shares of common stock issued and outstanding.  
All of our existing stock is, and the shares of common stock being offered by us in this offering will be, upon 
payment therefore, validly issued, fully paid and non-assessable. This discussion set forth below describes the 
material terms of our capital stock, restated certificate of incorporation and amended and restated bylaws as will be 
in effect upon completion of this offering.  
 
Common Stock 
 
 The holders of our common stock are entitled to dividends as our board of directors may declare from 
funds legally available therefor, subject to the preferential rights of the holders of our preferred stock, if any, and 
any contractual limitations on our ability to declare and pay dividends. The holders of our common stock are entitled 
to one vote per share on any matter to be voted upon by shareholders. For the purposes of a shareholder meeting a 
majority of the outstanding shares of our common stock constitutes a quorum. Our certificate of incorporation does 
not provide for cumulative voting in connection with the election of directors, and accordingly, holders of more than 
50% of the shares voting will be able to elect all of the directors. No holder of our common stock will have any 
preemptive right to subscribe for any shares of capital stock issued in the future.  Upon any voluntary or involuntary 
liquidation, dissolution, or winding up of our affairs, the holders of our common stock are entitled to share ratably in 
all assets remaining after payment of creditors and subject to prior distribution rights of our preferred stock, if any.  
 
Preferred Stock  
 
 Our certificate of incorporation authorizes the issuance of shares of preferred stock with such designation, 
rights and preferences as may be determined from time to time by our board of directors. We do not have any issued 
or authorized shares or classes of preferred stock as of the date of this prospectus.  No shares of preferred stock are 
being issued or registered in this offering, and no shares of preferred stock will be outstanding upon the completion 
of this offering. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred 
stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or
 42 
other rights of the holders of common stock. Any preferred stock that we issue could be utilized as a method of 
discouraging, delaying or preventing a change in control of us.  
 
Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation, Bylaws and New Jersey Law  
 
The following is a description of certain provisions of the New Jersey Business Corporation Act, our 
amended and restated certificate of incorporation and bylaws. This summary is not complete and is qualified in its 
entirety by reference to the New Jersey Business Corporation Act, our certificate of incorporation and bylaws.  
 
The New Jersey Shareholders’ Protection Act  
 
 We are subject to the New Jersey Shareholders’ Protection Act, Section 14A:10A of the New Jersey 
Business Corporation Act. Subject to certain qualifications and exceptions, the statute prohibits an interested 
stockholder of a corporation from effecting a business combination with the corporation for a period of five years 
from the date the stockholder acquires the corporation’s stock unless the corporation’s board of directors approved 
the combination prior to the stockholder becoming an interested stockholder. In addition, but not in limitation of the 
five-year restriction, if applicable, corporations covered by the New Jersey statute may not engage at any time in a 
business combination with any interested stockholder unless (i) the combination is approved by the board of 
directors prior to the interested stockholder’s stock acquisition date, (ii) the combination receives the approval of 
two-thirds of the voting stock of the corporation not beneficially owned by the interested stockholder at a meeting 
called for such purpose or (iii) the combination meets minimum financial terms specified by the statute.  
 
 An “interested stockholder” is defined to include any beneficial owner of 10% or more of the voting power 
of the outstanding voting stock of the corporation or any affiliate or associate of the corporation who within the prior 
five year period has at any time directly or indirectly owned 10% or more of the voting power of the then 
outstanding stock of the corporation. The term “business combination” is defined broadly to include, among other 
things: 
 
 the merger or consolidation of the corporation with the interested stockholder or any corporation that is 
or after the merger or consolidation would be an affiliate or associate of the interested stockholder, 
 
 the sale, lease, exchange, mortgage, pledge, transfer or other disposition to or with an interested 
stockholder or any affiliate or associate of the interested stockholder who has 10% or more of the 
corporation’s assets, or 
 
 the issuance or transfer to an interested stockholder or any affiliate or associate of the interested 
stockholder of 5% or more of the aggregate market value of the outstanding stock of the corporation. 
 
 The effect of the statute is to protect non-tendering, post-acquisition minority shareholders from mergers in 
which they will be “squeezed out” after the merger, by prohibiting transactions in which an acquirer could favor 
itself at the expense of minority shareholders. The statute generally applies to corporations that are organized under 
New Jersey law but includes exceptions applicable where the corporation does not have its principal executive 
offices or significant business operations located in New Jersey. 
 
Certificate of Incorporation and Bylaws  
 
 Provisions of our amended and restated certificate of incorporation and bylaws could have anti-takeover 
effects. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our 
corporate policies formulated by our board of directors. In addition, these provisions also are intended to ensure that 
our board of directors will have sufficient time to act in what our board of directors believes to be in the best 
interests of us and our shareholders. These provisions also are designed to reduce our vulnerability to an unsolicited 
proposal for our takeover that does not contemplate the acquisition of all of our outstanding shares or an unsolicited 
proposal for the restructuring or sale of all or part of us. The provisions are also intended to discourage certain 
tactics that may be used in proxy fights. However, these provisions could delay or frustrate the removal of 
incumbent directors or the assumption of control of us by the holder of a large block of common stock, and could 
also discourage or make more difficult a merger, tender offer, or proxy contest, even if such event would be 
favorable to the interest of our shareholders.
 43 
 
 Indemnification. We have included in our amended and restated certificate of incorporation and bylaws 
provisions to (i) eliminate the personal liability of our directors for monetary damages resulting from breaches of 
their fiduciary duty to the extent permitted by the New Jersey Business Corporation Act and (ii) indemnify our 
directors and officers to the fullest extent permitted by Section 14A:3-5 of the New Jersey Business Corporation 
Act. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers.  
 
 Preferred Stock and Additional Common Stock.  Under our amended and restated certificate of 
incorporation our board has the authority to provide by resolution for the issuance of shares of one or more series of 
preferred stock and to determine the terms and conditions of such shares. The availability of undesignated preferred 
stock and additional shares of common stock could facilitate certain transactions and provide a means for meeting 
other corporate needs which might arise. The authorized shares of our preferred stock and additional common stock 
will be available for issuance without further action by our shareholders, unless shareholder action is required by 
applicable law or the rules of any stock exchange on which any series of our stock may then be listed, or except as 
may be provided in the terms of any preferred stock created by resolution of our board. These provisions give our 
board the power to approve the issuance of a series of preferred stock, or additional shares of common stock, that 
could, depending on its terms, either impede or facilitate the completion of a merger, tender offer or other takeover 
attempt. For example, the issuance of new shares of preferred stock might impede a business combination if the 
terms of those shares include voting rights which would enable a holder to block business combinations or, 
alternatively, might facilitate a business combination if those shares have general voting rights sufficient to cause an 
applicable percentage vote requirement to be satisfied. No shares of preferred stock are being issued or registered in 
this offering and although we do not currently intend to issue any shares of preferred stock, we cannot assure you 
that we will not do so in the future. 
 
 Amendments to Bylaws. Our bylaws are subject to amendment, alteration or repeal either by (i) our board 
of directors without the assent or vote of our shareholders or (ii) the affirmative vote of the holders of not less than a 
majority of the outstanding shares of voting securities.  
 
Transfer Agent and Registrar  
 
The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company and 
its telephone number is (212) 509-4000.  
 
PLAN OF DISTRIBUTION 
 
 On or about                                      , 2016, we will distribute the rights, rights certificates, and copies of 
this prospectus to individuals who owned shares of common stock on                         , 2016. If you wish to exercise 
your rights and purchase shares of common stock, you should complete the rights certificate and return it with 
payment for the shares, to the subscription agent Continental Stock Transfer & Trust Co., at the following address: 
  
Continental Stock Transfer & Trust Co.  
Attn: Corporate Actions Department  
17 Battery Place – 8th Floor  
New York, NY 10004 
 
 For more information, see the section of this prospectus entitled “The Rights Offering.” If you have any 
questions, you should contact the Information Agent, Attn: Corporate Actions Department at (917) 262-2378.  
 
 We do not know of any existing agreements between any stockholder, broker, dealer, underwriter, or agent 
relating to the sale or distribution of the common stock underlying the rights.  
 
LEGAL MATTERS  
 
 Certain legal matters in connection with any offering of securities by this prospectus will be passed upon 
for us by Becker & Poliakoff LLP.  Principals of Becker & Poliakoff LLP own shares of our common stock and will
 44 
be eligible to participate in the rights offering upon the same terms and conditions as other beneficial owners of our 
common stock. 
 
EXPERTS  
 
 The financial statements of DLH Holdings Corp. incorporated in this prospectus by reference to the Annual 
Report on Form 10-K for the year ended September 30, 2015, have been so incorporated in reliance on the report of 
Withum Smith + Brown, P.C., an independent registered public accounting firm, given on the authority of said firm 
as experts in auditing and accounting.  
 
 The financial statements of Danya International LLC incorporated in this prospectus by reference to the 
Amendment No. 1 to Current Report on Form 8-K filed by DLH Holdings Corp. on June 30, 2016, have been so 
incorporated in reliance on the report of Aronson & Company, LLP, an independent registered public accounting 
firm, given on the authority of said firm as experts in auditing and accounting.  
 
WHERE YOU CAN FIND MORE INFORMATION  
 
 This prospectus is part of a registration statement on Form S-3 we have filed with the SEC under the 
Securities Act. This prospectus does not contain all of the information in the registration statement in accordance 
with the rules and regulations of the SEC. You may inspect and copy the registration statement, including exhibits, 
at the SEC’s public reference room or website. Our statements in this prospectus about the contents of any contract 
or other document are not necessarily complete. You should refer to the copy of each contract or other document we 
have filed as an exhibit to the registration statement for complete information. We are also subject to the 
informational requirements of the Exchange Act which requires us to file reports, proxy statements and other 
information with the SEC. Such reports, proxy statements and other information, along with the registration 
statement, including the exhibits and schedules thereto, may be inspected at the SEC’s Public Reference Room at 
100 F Street, NE, Washington, D.C. 20549. Copies of such material can be obtained from the SEC’s Public 
Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public 
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Because we file documents electronically 
with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov. 
 
 We also maintain an Internet website at www.dlhcorp.com which can be used to access free of charge, 
through the investor relations section, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current 
reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically 
file such material with or furnish it to the SEC and all such reports of ours going forward. The information set forth 
on, or connected to, our website is expressly not incorporated by reference into, and does not constitute a part of, 
this prospectus, and you should not consider it to be a part of this prospectus. 
 
 We have appointed Continental Stock Transfer & Trust Company as the information agent for the rights 
offering. Any questions regarding the DLH rights offering or requests for additional copies of documents may be 
directed to Continental Stock Transfer & Trust Company, Attn: Corporate Actions Department at (917) 262-2378, 
Monday through Friday (except bank holidays), between 9:00 a.m. and 6:00 p.m., New York time. 
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 
 
 The SEC allows us to “incorporate by reference” the information we file with the SEC, which means we 
can disclose important information to you by referring you to those documents. The information we incorporate by 
reference is an important part of this prospectus. The following documents filed with the SEC are incorporated by 
reference in this prospectus: 
 
 our Annual Report on Form 10-K for the year ended September 30, 2015; 
 
 our Quarterly Report on Form 10-Q for the quarter ended December 31, 2015; 
 
 our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016;
 45 
 our Proxy Statement filed with the SEC on January 15, 2016; 
 
 our Current Reports on Form 8-K or Form 8-K/A (other than information contained in Current Reports 
on Form 8-K that is furnished, but not filed) dated January 15, 2016, March 1, 2016, May 3, 2016, 
May 6, 2016 and June 30, 2016; and 
 
 Form 8-A filed on April 27, 1990. 
 
 We are also incorporating by reference any future filings we make with the Commission under 
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the common stock to which this 
prospectus relates has been sold or the offering is otherwise terminated, including those made between the date of 
filing of the initial registration statement and prior to effectiveness of the registration statement, except that 
information furnished under Item 2.02 or Item 7.01 of our Current Reports on Form 8-K or in any other filing where 
we indicate that such information is being furnished and not “filed” under the Exchange Act, is not deemed to be 
filed and not incorporated by reference herein. A statement contained in a document incorporated by reference into 
this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a 
statement contained in this prospectus, any prospectus supplement or in any other subsequently filed document 
which is also incorporated in this prospectus modifies or replaces such statement. Any statements so modified or 
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. 
  
You may request a copy of any or all of the information incorporated by reference into this prospectus, at 
no cost, by writing or telephoning us at the following address: 
 
DLH Holdings Corp. 
Chief Financial Officer 
3565 Piedmont Road, NE 
Building 3- Suite 700 
Atlanta, GA 30305 
(678) 935-1520 
  
 Copies of these filings are also available at no cost on our website, www.dlhcorp.com or from the SEC 
through the SEC’s website at the web address provided under the heading “Where You Can Find More 
Information.”  Documents incorporated by reference are available without charge, excluding any exhibits to those 
documents unless the exhibit is specifically incorporated by reference into those documents.
 {N0110629 8 } II - 1 
 
PART II 
 
INFORMATION NOT REQUIRED IN PROSPECTUS 
  
  
Item 14. Other Expenses of Issuance and Distribution. 
  
 The following table sets forth an estimate of the fees and expenses relating to the offering of the securities 
being registered hereby, all of which shall be borne by DLH Holdings Corp. All of such fees and expenses, except 
for the SEC registration fee, are estimated:  
  
SEC registration fee    $    266.85  
Legal fees and expenses *    $     
Printing fees and expenses *    $  15,000    
Accounting fees and expenses *    $    5,000    
Subscription and information agent fees and expenses *    $  15,000    
Miscellaneous fees and expenses *    $   10,000    
Total    $     
* Estimated  
  
Item 15. Indemnification of Directors and Officers.  
 
 Our By-Laws require us to indemnify, to the full extent authorized by Section 14A:3-5 of the New Jersey 
Business Corporation Act, any person with respect to any civil, criminal, administrative or investigative action or 
proceeding instituted or threatened by reason of the fact that he, his testator or intestate is or was a director, officer 
or employee of our company or any predecessor of our company is or was serving at the request of our company or 
a predecessor of our company as a director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise. 
 
Section 14A:3-5 of the New Jersey Business Corporation Act authorized the indemnification of directors 
and officers against liability incurred by reason of being a director or officer and against expenses (including 
attorneys fees) in connection with defending any action seeking to establish such liability, in the case of third-party 
claims, if the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation and if such officer or director shall not have been adjudged liable for 
negligence or misconduct, unless a court otherwise determines. Indemnification is also authorized with respect to 
any criminal action or proceeding where the officer or director had no reasonable cause to believe his conduct was 
unlawful. 
 
In accordance with Section 14A:2-7 of the New Jersey Business Corporation Act, our Certificate of 
Incorporation eliminates the personal liability of officers and directors to our company and to stockholders for 
monetary damage for violation of a director's duty owed to our company or our shareholders, under certain 
circumstances. 
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to 
directors, officers, or persons controlling our company pursuant to the foregoing provisions, our company has been 
informed that in the opinion of the Securities and Exchange Commission such indemnification is against public 
policy as expressed in such Act and is therefore unenforceable. 
 
Item 16. List of Exhibits.  
  
  
Exhibit 
Number 
 
Description 
   
2.1  Equity Purchase Agreement among the Company, Danya International LLC, DI Holdings, Inc. 
and the owners named therein (Exhibit 2.1 to Current Report on Form 8-K dated May 6, 2016).
 {N0110629 8 } II - 2 
 
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 Term Note issued pursuant to the Loan Agreement (Exhibit 4.1 to Current Report on 
Form 8-K dated May 6, 2016). 
   
4.3  Form of Revolving Credit Note issued pursuant to the Loan Agreement (Exhibit 4.2 to Current 
Report on Form 8-K dated May 6, 2016). 
   
4.4  Form of Subordinated Promissory Note issued to Subordinated Lenders (Exhibit 4.3 to Current 
Report on Form 8-K dated May 6, 2016). 
   
4.5  Form of Warrant issued to Subordinated Lenders (Exhibit 4.4 to Current Report on Form 8-K 
dated May 6, 2016). 
   
4.6  Form of Subscription Rights Certificate. ** 
   
4.7  Form of Subscription Agent Agreement by and between DLH Holdings Corp. and Continental 
Stock Transfer & Trust Company. ** 
   
5.1  Opinion of Becker & Poliakoff, LLP. ** 
   
10.1  Note Purchase Agreement among the Company and the Subordinated Lenders named therein  
(Exhibit 10.1 to Current Report on Form 8-K dated May 6, 2016). 
   
23.1  Consent of WithumSmith+Brown, PC.* 
   
23.2  Consent of Aronson & Company, LLP. * 
   
23.3  Consent of Becker & Poliakoff, LLP (included a part of Exhibit 5.1).** 
   
24  Power of Attorney (included on signature page to this Registration Statement).* 
   
99.1  Form of Instructions as to use of Subscription Rights Certificates. ** 
   
99.2  Form of Notice of Guaranteed Delivery. ** 
   
99.3  Form of Letter to Stockholders who are Record Holders. ** 
   
99.4  Form of Letter to Nominee Holders Whose Clients Are Beneficial Holders. ** 
   
99.5  Form of Letter to Clients of Nominee Holders. ** 
   
99.6  Form of Beneficial Owner Election Form. ** 
   
99.7  Form of Nominee Holder Certification.** 
   
99.8  Form of Notice of Tax Information.** 
  
   
*  Exhibits designated with an asterisk are filed herewith. 
   
**  To be filed by amendment. 
 
 
 
Item 17. Undertakings.
 {N0110629 8 } II - 3 
 
 
The undersigned registrant hereby undertakes:  
 
  
  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this 
registration statement:  
 
  
  (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;  
  
  
(ii) (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration 
statement (or the most recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in the registration statement. 
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was registered) and any deviation from 
the low or high end of the estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in 
volume and price represent, no more than a 20% change in the maximum aggregate offering price set 
forth in the “Calculation of Registration Fee” table in the effective registration statement; and 
  
  (iii) to include any material information with respect to the plan of distribution not previously disclosed in 
the registration statement or any material change to such information in the registration statement;  
  
 
 
 
Provided, however, that paragraphs (1)(i), (ii) and (iii) above do not apply if the information required to be included 
in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the 
Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of 
prospectus filed pursuant to Rule 424(b) that is part of the registration statement. 
 
 
  
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  
  
  (3) To remove from registration by means of a post-effective amendment any of the securities being registered 
which remain unsold at the termination of the offering.  
  
  
(4) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, 
other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 
430A, shall be deemed to be part of and included in the registration statement as of the date it is first used 
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus 
that is part of the registration statement or made in a document incorporated or deemed incorporated by 
reference into the registration statement or prospectus that is part of the registration statement will, as to a 
purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was 
made in the registration statement or prospectus that was part of the registration statement or made in any 
such document immediately prior to such date of first use. 
  
  
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any 
purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary 
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the 
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such 
purchaser by means of any of the following communications, the undersigned registrant will be a seller to 
the purchaser and will be considered to offer or sell such securities to such purchaser: 
  
  (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering 
required to be filed pursuant to Rule 424;  
  
  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned 
registrant or used or referred to by the undersigned registrant;  
  
  
(iii) The portion of any other free writing prospectus relating to the offering containing material 
information about the undersigned registrant or its securities provided by or on behalf of the 
undersigned registrant; and  
  
  
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the 
purchaser. The undersigned registrant hereby further undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
 {N0110629 8 } II - 4 
 
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed 
to be a new registration statement relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering thereof. 
 
(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to 
directors, officers and controlling persons of the registrant pursuant to the provisions described in “Item 15. 
Indemnification of Directors and Officers” above, or otherwise, the registrant has been advised that in the opinion of 
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against, such liabilities 
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of 
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and 
will be governed by the final adjudication of such issue.
 {N0110629 8 } II - 5 
 
SIGNATURES 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this 
Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the 
City of Atlanta, Georgia, on July 1, 2016.  
  
       DLH HOLDINGS CORP. 
 
  
       By:/s/ Kathryn M. JohnBull    
        Kathryn M. JohnBull 
        Chief Financial Officer   
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby 
constitutes and appoints Zachary C. Parker or Kathryn M. JohnBull, and each of them (with full power to act alone), 
his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her 
and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-
 effective amendments, of and supplements to this registration statement, and to file the same with all exhibits thereto 
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto any such 
attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in 
person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of their respective 
substitutes, may lawfully do or cause to be done by virtue hereof. 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on 
Form S-3 has been signed by the following persons in the capacities and on the date indicated.  
  
NAME 
  
TITLE 
  
DATE 
  
   
   
/s/ Zachary C. Parker 
  
Zachary C. Parker 
Chief Executive Officer and President 
(Principal Executive Officer) 
July 1, 2016 
   
   
/s/ Frederick G. Wasserman 
  
Frederick G. Wasserman 
Chairman of the Board July 1, 2016 
   
   
/s/ William H. Alderman  
  
William H. Alderman 
Director July 1, 2016 
   
   
/s/ Martin J. Delaney  
  
Martin J. Delaney 
Director  July 1, 2016 
   
   
/s/ Elder Granger 
  
Elder Granger 
Director July 1, 2016 
   
   
/s/ Frances M. Murphy Director July 1, 2016 
Frances M. Murphy
 {N0110629 8 } II - 6 
 
NAME 
  
TITLE 
  
DATE 
  
/s/ Austin J. Yerks III Director July 1, 2016 
Austin J. Yerks III   
   
   
/s/ Kathryn M. JohnBull 
  
Kathryn M. JohnBull 
Chief Financial Officer and Treasurer 
(Principal Financial and Accounting Officer) 
July 1, 2016
 {N0110629 8 } II - 7 
 
EXHIBIT INDEX 
 
 Exhibit 
Number 
 
Description 
   
2.1  Equity Purchase Agreement among the Company, Danya International LLC, DI Holdings, Inc. 
and the owners named therein (Exhibit 2.1 to Current Report on Form 8-K dated May 6, 2016).  
   
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 Term Note issued pursuant to the Loan Agreement (Exhibit 4.1 to Current Report on 
Form 8-K dated May 6, 2016). 
   
4.3  Form of Revolving Credit Note issued pursuant to the Loan Agreement (Exhibit 4.2 to Current 
Report on Form 8-K dated May 6, 2016). 
   
4.4  Form of Subordinated Promissory Note issued to Subordinated Lenders (Exhibit 4.3 to Current 
Report on Form 8-K dated May 6, 2016). 
   
4.5  Form of Warrant issued to Subordinated Lenders (Exhibit 4.4 to Current Report on Form 8-K 
dated May 6, 2016). 
   
4.6  Form of Subscription Rights Certificate. ** 
   
4.7  Form of Subscription Agent Agreement by and between DLH Holdings Corp. and Continental 
Stock Transfer & Trust Company. ** 
   
5.1  Opinion of Becker & Poliakoff, LLP. ** 
   
10.1  Note Purchase Agreement among the Company and the Subordinated Lenders named therein  
(Exhibit 10.1 to Current Report on Form 8-K dated May 6, 2016). 
   
23.1  Consent of WithumSmith+Brown, PC.* 
   
23.2  Consent of Aronson & Company, LLP. * 
   
23.3  Consent of Becker & Poliakoff, LLP (included a part of Exhibit 5.1).** 
   
24  Power of Attorney (included on signature page to this Registration Statement).* 
   
99.1  Form of Instructions as to use of Subscription Rights Certificates. ** 
   
99.2  Form of Notice of Guaranteed Delivery. ** 
   
99.3  Form of Letter to Stockholders who are Record Holders. ** 
   
99.4  Form of Letter to Nominee Holders Whose Clients Are Beneficial Holders. ** 
   
99.5  Form of Letter to Clients of Nominee Holders. ** 
   
99.6  Form of Beneficial Owner Election Form. ** 
   
99.7  Form of Nominee Holder Certification. ** 
   
99.8  Form of Notice of Tax Information. **
 {N0110629 8 } II - 8 
 
   
*  Exhibits designated with an asterisk are filed herewith. 
   
**  To be filed by amendment.