Item 8.01 Other Events.

On September 27, 2012, DLH Holdings Corp. (the "Company") issued a press release announcing that the guarantees and associated notes payable of $711,000 related to its acquisition of RS Staffing Services have been satisfied. The Company's remaining potential liability was satisfied through a combination of the repurchase of certain of the shares of the Company's common stock owned by one of the note holders and the expiration of the guarantee period under the Company's July 22, 2011 settlement agreement with these note holders.

In connection with the resolution of this matter, in a transaction completed on September 25, 2012 members of our executive management team purchased 100,000 shares of common stock of the Company owned by one of the note holders (the "Holder") for an aggregate purchase price of $100,000 and the Company retired an additional 40,000 shares against the payment of an additional $40,000 to the Holder. In addition, the Company had paid $225,000 to the Holder pursuant to the guarantee established under the settlement agreement.

A copy of the Company's press release, dated September 27, 2012, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Exhibit Title or Description (d) 99.1 Press Release dated September 27, 2012.

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