DLH Announces Commencement of Rights Offering

Atlanta, GA (August 19, 2016) - DLH Holdings Corp. (NASDAQ: DLHC) ("DLH" or the "Company"), a leading healthcare and human services provider to the Federal Government, today announced the terms of its rights offering to existing stockholders to purchase up to $2.65 million of its common stock, for the issuance of up to 710,455 shares of common stock. Under the terms of the rights offering, DLH will distribute to the holders of its common stock as of the record date of August 19, 2016, one non-transferable subscription right for each share of DLH common stock owned by stockholders. Each subscription right will entitle the holder to purchase 0.06827 shares of the Company's common stock at a price of $3.73 per whole share. The Company will not issue fractional shares of common stock in connection with the rights offering. Mailing of the offering materials to eligible stockholders is expected to begin on August 22, 2016. The subscription period will expire thirty days following the expected mailing date.  

The rights offering also includes an over-subscription privilege, which entitles a holder who exercises their basic subscription privilege in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right. However, stockholders will not be entitled to purchase a number of shares in the over-subscription privilege in excess of the number of shares they own as of the record date. The shares issued in connection with the rights offering will be listed on the Nasdaq Capital Market; however, the subscription rights are non-transferable and will not be listed for trading on any exchange. DLH reserves the right to modify, extend, postpone or cancel the rights offering at any time prior to the closing of the sale of the shares in the offering.

Further, we have also entered into a standby purchase agreement with Wynnefield Capital, Inc. whereby Wynnefield Capital, Inc. (or affiliated assignees) has agreed, subject to the satisfaction of certain closing conditions, to acquire from us in the rights offering up to $2.5 million of the shares of common stock not otherwise purchased by stockholders in the rights offering pursuant to their basic subscription rights and over-subscription privilege.

The Company's Registration Statement on Form S-3 for the rights offering was declared effective on August 18, 2016 by the Securities and Exchange Commission. The prospectus relating to and describing the terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC's web site at http://www.sec.gov. The rights offering will be made only by means of a prospectus.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of DLH Holdings Corp., nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the prospectus for the rights offering may be obtained by contacting the Company's information agent, Continental Stock Transfer & Trust Company, at (917) 262-2378.

About DLH

DLH (NASDAQ: DLHC) serves clients throughout the United States as a healthcare and human services provider to the Federal Government. Core competencies include assessment & compliance monitoring, business process outsourcing, health IT systems integration and management, readiness and medical logistics, and pharmacy solutions. DLH has over 1,400 employees working throughout the country. For more information, visit the corporate website at www.dlhcorp.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or DLH`s future financial performance. Any statements that are not statements of historical fact (including without limitation statements to the effect that the Company or its management "believes", "expects", "anticipates", "plans", "intends" and similar expressions) should be considered forward looking statements that involve risks and uncertainties which could cause actual events or DLH`s actual results to differ materially from those indicated by the forward-looking statements. These risks and uncertainties could cause the Company's actual results to differ materially from those indicated by such forward-looking statements and include reliance on government clients; risks associated with government contracting; risks involving the integration of Danya into DLH; risks associated with the incurrence of a substantial amount of debt and compliance with new financial and other covenants; risks involved in managing government projects; legislative changes and political developments; opposition from government unions; challenges resulting from growth; adverse publicity; and legal, economic, and other risks detailed in the Company's most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission, found on www.dlhcorp.com/investor-relations.aspx. The forward-looking statements contained in this press release are made as of the date hereof and may become outdated over time. The Company does not assume any responsibility for updating forward-looking statements.

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