ATLANTA, Aug. 09, 2016 (GLOBE NEWSWIRE) -- DLH Holdings Corp. (NASDAQ:DLHC) (“DLH” or the “Company”), a leading healthcare and human services provider to the Federal Government, today announced that it has set the close of trading on Friday, August 19, 2016 as the record date for its rights offering of common stock. DLH also announced that the subscription price per share will be $3.73, which was based on the per share price of the shares issued to the seller in the Danya acquisition as well as the note purchase agreement entered into by the Company with Wynnefield Capital in May 2016 to complete the financing for such acquisition.
The Company previously filed a registration statement with the Securities and Exchange Commission and the distribution of rights and commencement of the rights offering is expected to occur promptly following the effectiveness of that registration statement. The record date of August 19, 2016 is subject to the effectiveness of the registration statement occurring on or prior to such date. Upon commencement of the planned rights offering, DLH will distribute non-transferable subscription rights to purchase $2.65 million of additional shares of its common stock to holders of its common stock as of the close of business on the record date. The Company will announce additional information regarding the terms of the rights offering, including the date of distribution of the rights and expiration date of the offering once determined. DLH intends to use the proceeds from the rights offering to repay the $2.5 million of subordinated notes held by funds affiliated with Wynnefield Capital, Inc. as contemplated by the note purchase agreement under which the subordinated loan was made. Pursuant to the note purchase agreement, we have negotiated with Wynnefield Capital the principle terms of a standby purchase agreement pursuant to which Wynnefield Capital will agree to purchase shares of common stock not otherwise purchased by shareholders in the rights offering up to a maximum amount of $2.5 million at the same purchase price of $3.73 per share. We intend to execute the standby purchase agreement with Wynnefield Capital at the time of effectiveness of the registration statement.
The offering is expected to commence after the applicable registration statement is declared effective by the Securities and Exchange Commission. The shares issued in connection with the rights offering will be listed on the Nasdaq Capital Market. The Company reserves the right to modify, postpone, or cancel the rights offering at any time prior to the closing of the sale of the shares in the offering.
A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission but has not yet become effective. The securities offered pursuant to the rights offering may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering will be made only by means of a prospectus which is a part of such registration statement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of DLH. There shall not 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.
DLH (NASDAQ:DLHC) serves clients throughout the United States as a healthcare and human services provider to the Federal Government. Core competencies include assessment and 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.