Item 8.01 Other Events.

On February 6, 2013, DLH Holdings Corp. (the "Company") received notice from The Nasdaq Stock Market confirming that for the last 10 consecutive business days, the closing bid price of the Company's common stock has been equal to or in excess of the $1.00 per share minimum bid price requirement for continued listing, as required by Nasdaq Listing Rule 5550(a)(2). Accordingly, The Nasdaq Stock Market has determined that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2).

---