Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 11, 2024

 

COFFEE HOLDING CO., INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		001-32491		11-2238111
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

3475 Victory Boulevard, Staten Island, New York		10314
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code [phone]

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange where registered
Common Stock, par value $0.001 per share		JVA		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

 

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On November 11, 2024, Coffee Holding Co., Inc. (the “Company”) issued a press release announcing the completion of the purchase of certain assets. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 8.01

Other Items.

 

On November 11, 2024, the Company announced that it purchased all of the assets of Empire Coffee Company (“Empire”) based in Port Chester, NY. The purchase was made under Article 9 of the UCC and consists of Empire’s inventory, equipment, accounts receivable, customer list and all intellectual property. The purchase price of $800,000 was negotiated between Coffee Holding and Empire’s former lender and was paid on November 7, 2024. Coffee also entered into a new lease for Empire’s property on the same day.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated November 11, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	COFFEE HOLDING CO., INC.
	By:	/s/ Andrew Gordon
	Name:	Andrew Gordon
	Title:	President and Chief Executive Officer
Date: November 12, 2024

 

 

 

Exhibit 99.1

 

Coffee Holding Co., Inc. Announces the Purchase of Assets of Empire Coffee Company

 

Staten Island, NY, November 11, 2024 — Coffee Holding Co., Inc. (NASDAQ: JVA) (“Coffee Holding”), a publicly traded integrated wholesale coffee roaster and dealer located in the United States announced today that it purchased all of the assets of Empire Coffee Company (“Empire”) based in Port Chester, NY. The purchase was made under Article 9 of the UCC and consists of Empire’s inventory, equipment, accounts receivable, customer list and all intellectual property. To facilitate the purchase, Coffee Holding created a new wholly owned subsidiary named Second Empire. Operations will be conducted by Second Empire. The purchase price of $800,000 was negotiated between Coffee Holding and Empire’s former lender and was paid on November 7, 2024. Coffee Holding also entered into a new lease for Empire’s property on the same day.

 

“We have known the principals at Empire for over forty years,” said Andrew Gordon, President and CEO of Coffee Holding. “Unfortunately, Empire never fully recovered from the Covid-19 shutdowns and the changes in consumer buying patterns that accompanied these shutdowns. The fact that we were able to complete a transaction allowing us to operate a first-class turnkey manufacturing facility where we are currently servicing some of our customers is a big win for us. We believe the purchase price represents about $0.60 on the dollar for the assets’ true value and we believe given our proven ability as an operator, we can quickly improve upon Empire’s recent performance and ramp up operations and return them to pre-Covid levels of annual revenue. Unlike our past Steep/Generations acquisition, we plan on controlling the day to day decision making and operations of Second Empire to ensure the success of the venture. In addition, we believe the ownership of this entity will result in both manufacturing and other cost savings almost immediately, as well as giving us the flexibility in the near term to explore greater future savings in our other existing facilities,” continued Andrew Gordon.

 

About Coffee Holding

 

Founded in 1971, Coffee Holding Co., Inc. (NASDAQ: JVA) is a leading integrated wholesale coffee roaster and dealer in the United States and one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences and price points. Coffee Holding’s product offerings consist of eight proprietary brands, each targeting a different segment of the consumer coffee market as well as roasting and blending coffees for major wholesalers and retailers throughout the United States who want to have products under their own names to compete with national brands. In addition to selling roasted coffee, Coffee Holding Co., Inc. also imports green coffee beans from around the world which it resells to smaller regional roasters and coffee shops around the United States and Canada.

 

Forward-Looking Statements

 

Any statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the Company’s outlook on the revenue growth. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. We have based these forward-looking statements upon information available to management as of the date of this release and management’s expectations and projections about certain future events. It is possible that the assumptions made by management for purposes of such statements may not materialize. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, hedging activities, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.

 

For further information, contact:

 

Coffee Holding Co., Inc.

 

Andrew Gordon

President & CEO

[phone]

 

 

Cover	Nov. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2024
Entity File Number	001-32491
Entity Registrant Name	COFFEE HOLDING CO., INC.
Entity Central Index Key	0001007019
Entity Tax Identification Number	11-2238111
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3475 Victory Boulevard
Entity Address, City or Town	Staten Island
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10314
City Area Code	(718)
Local Phone Number	832-0800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	JVA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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