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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): September 11, 2026
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-32491
|
|
11-2238111 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
| 3475
Victory Boulevard, Staten Island, New York |
|
10314 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (718) 832-0800
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 |
|
Name
of each exchange on which registered: |
| Common
Stock, Par Value $0.001 Per Share |
|
JVA |
|
The
Nasdaq Stock Market LLC |
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).
Emerging
growth company ☐
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
2.02. Results of Operation and Financial Condition.
On
September 11, 2026, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press release disclosing
certain information regarding its results of operations for the quarter ended July 31, 2026. A copy of the press release is furnished
hereto under Item 2.02 as Exhibit 99.1.
The
information included in this Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for
the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference
into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release, dated September 11, 2026 |
| 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:
September 11, 2026 |
|
|
Exhibit 99.1

Coffee
Holding Company Reports Third Quarter Results.
STATEN
ISLAND, New York – September 11, 2026. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company,” “our”
or “we”) announced its operating results for the fiscal quarter ended July 31, 2026.
Net
Sales. Net sales totaled $21,686,262 for the three months ended July 31, 2026, a decrease of $2,224,252, or 9.3% , from $23,910,514
for the three months ended July 31, 2025. The decrease in net sales was primarily attributable to the sustained decline in green coffee
prices that began in late January and continued throughout most of the quarter. In response to these market conditions, the Company reduced
prices and initiated promotional activity for its wholesale roasted coffee customers. In addition, the Company charged lower prices to
its wholesale green coffee customers due to the decline in prevailing coffee market prices during the quarter.
Cost
of Sales. Cost of sales for the three months ended July 31, 2026, was $16,262,131, or 75.0% of net sales, as compared to $21,655,486,
or 90.6% of net sales, for the three ended July 31, 2025. Cost of sales consists primarily of the cost of green coffee and packaging
materials and realized and unrealized gains or losses on hedging activity. While cost of sales decreased due to lower sales volume, cost
of sales as a percentage of net sales also decreased, primarily due to a favorable inventory position acquired during the first half
of the fiscal year when coffee prices declined significantly, tariff refunds recognized during the current period, and a net gain on
trading activity during the current period compared to a net loss on trading activity in the comparative period.
Gross
Profit. Gross profit for the three months ended July 31, 2026, was $5,424,131, an increase of $3,169,103 from $2,255,028 for the
three months ended July 31, 2025. Gross profit as a percentage of net sales was 25.0% for the three months ended July 31, 2026, compared
to 9.4% for the three months ended July 31, 2025. The increase in gross profit was primarily attributable to a favorable inventory position,
tariff refunds, and a net gain on trading activity during the current period, as discussed above.
Operating
Expenses. Total operating expenses decreased by $250,378 to $3,099,801 for the three months ended July 31, 2026, from $3,350,179
for the three months ended July 31, 2025. Selling and administrative expenses decreased from $3,166,764 for the three months ended July
31, 2025, to $2,899,193 for the three months ended July 31, 2026. Operating expenses decreased slightly compared to the prior-year period
but remained generally consistent with historical levels.
Net
Income (Loss). We had net income of $1,993,438 or $0.35 per share basic and diluted, for the three months ended July 31, 2026, compared
to net loss of $1,205,413, or $0.21 per share basic and diluted, for the three months ended July 31, 2025. The change in net income was
due to our results of operations as described above.
“In
what can only be described as the most volatile three months in the history of the coffee market, with the price of green coffee trading
in a $1.00/per lb. trading range with daily price fluctuations reaching an unprecedented $.50/lb., we are pleased to report our shareholders
that we had net sales of approximately $21.7 million and earnings of $0.35 a share. Although revenues were comparable to those
achieved in fiscal 2025, our profitability was greatly improved as a result of a combination of supporting fundamentals provided a strong
tailwind during the reporting period. We were fortunate to have capitalized on the lower green physical coffee market during the first
half of calendar 2026 which allowed for the record gross margins we achieved during fiscal Q3 2026.
The
decision not to charge most wholesale roasted customers tariffs during 2025 proved to be the correct one as we retained 100% of our roasted
customer base and maintained our historical profit margins throughout the last several quarters. Now, with tariffs being slowly refunded,
we are reaping the rewards for our earlier decisions as the tariff refunds received during the quarter contributed approximately $.06
a share to our earnings and we expect additional refunds to enhance earnings over the next two quarters. Overall, with the continued
volatility in the green coffee market showing no clear signs of abating, and the major leading national brands showing no indication
of price decreases, as well as significant new business that we have recently secured, we believe we are well positioned moving through the
end of calendar 2026 into calendar 2027 to grow our revenue levels, gross margins and our profitability,” concluded Mr.
Andrew Gordon, Chief Executive Officer of the Company.
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
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 revenue and profitability 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. 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 (including tariffs), intellectual property rights, the outcome of competitive products, the results of financing efforts,
the ability to complete transactions and other risks and uncertainties described in the “Risk Factors” section of documents
filed by the Company from time to time with the Securities and Exchange Commission. 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.
Company Contact
Coffee Holding Co., Inc.
Andrew Gordon
President & CEO
(718) 832-0800
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| | |
July 31, 2026 | | |
October 31, 2025 | |
| | |
| (Unaudited) | | |
| | |
| ASSETS | |
| | | |
| | |
| CURRENT ASSETS: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,915,888 | | |
$ | 701,872 | |
| Accounts receivable, net of allowances of $313,000 for July 31, 2026 and October 31, 2025. | |
| 8,985,454 | | |
| 12,093,251 | |
| Inventories | |
| 19,480,689 | | |
| 20,446,481 | |
| Due from broker | |
| 1,556,868 | | |
| 1,424,036 | |
| Prepaid expenses and other current assets | |
| 722,376 | | |
| 594,360 | |
| Prepaid and refundable income taxes | |
| — | | |
| 180,916 | |
| TOTAL CURRENT ASSETS | |
| 33,661,275 | | |
| 35,440,916 | |
| | |
| | | |
| | |
| Building, machinery, and equipment, net | |
| 3,187,735 | | |
| 3,463,072 | |
| Customer list and relationships, net of accumulated amortization of $330,625 and $316,250 for
July 31, 2026 and October 31, 2025, respectively | |
| 109,375 | | |
| 123,750 | |
| Trademarks and tradenames | |
| 327,000 | | |
| 327,000 | |
| Equity investments | |
| 889,651 | | |
| 39,651 | |
| Right of use assets | |
| 1,694,679 | | |
| 2,084,175 | |
| Deferred income tax assets - net | |
| 180,282 | | |
| 229,899 | |
| Deposits and other assets | |
| 134,642 | | |
| 339,909 | |
| TOTAL ASSETS | |
| 40,184,639 | | |
| 42,048,372 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
| 4,881,856 | | |
| 5,641,836 | |
| Line of credit | |
| 2,150,000 | | |
| 6,050,000 | |
| Due to broker | |
| 179,915 | | |
| 303,813 | |
| Lease liabilities - current portion | |
| 912,755 | | |
| 811,975 | |
| TOTAL CURRENT LIABILITIES | |
| 8,124,526 | | |
| 12,807,624 | |
| | |
| | | |
| | |
| Lease liabilities - long term | |
| 1,042,673 | | |
| 1,530,096 | |
| Deferred compensation payable | |
| - | | |
| 129,646 | |
| TOTAL LIABILITIES | |
| 9,167,199 | | |
| 14,467,366 | |
| | |
| | | |
| | |
| Commitments and Contingencies (Note 10) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,633,930 shares issued for July 31, 2026 and October 31, 2025; 5,708,599 shares outstanding for July 31, 2026 and October 31, 2025 | |
| 6,634 | | |
| 6,634 | |
| Additional paid-in capital | |
| 19,094,618 | | |
| 19,094,618 | |
| Retained earnings | |
| 16,549,748 | | |
| 13,113,314 | |
| Less: common stock held in treasury, at cost; 925,331 shares at July 31, 2026 and October 31, 2025 | |
| (4,633,560 | ) | |
| (4,633,560 | ) |
| TOTAL STOCKHOLDERS’ EQUITY | |
| 31,017,440 | | |
| 27,581,006 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 40,184,639 | | |
$ | 42,048,372 | |
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
Nine months ended July 31, | | |
Three months ended July 31, | |
| | |
2026 | | |
2025 (revised) | | |
2026 | | |
2025 (revised) | |
| NET SALES | |
$ | 69,378,258 | | |
$ | 68,535,860 | | |
$ | 21,686,262 | | |
$ | 23,910,514 | |
| COST OF SALES | |
| 54,342,122 | | |
| 57,446,245 | | |
| 16,262,131 | | |
| 21,655,486 | |
| GROSS PROFIT | |
| 15,036,136 | | |
| 11,089,615 | | |
| 5,424,131 | | |
| 2,255,028 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
| Selling and administrative | |
| 9,382,355 | | |
| 9,067,134 | | |
| 2,899,193 | | |
| 3,166,764 | |
| Officers’ salaries | |
| 610,214 | | |
| 637,986 | | |
| 200,608 | | |
| 183,415 | |
| TOTAL | |
| 9,992,569 | | |
| 9,705,120 | | |
| 3,099,801 | | |
| 3,350,179 | |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME (LOSS) FROM OPERATIONS | |
| 5,043,567 | | |
| 1,384,495 | | |
| 2,324,330 | | |
| (1,095,151 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| OTHER INCOME (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 21 | | |
| 28 | | |
| 7 | | |
| 5 | |
| Interest expense | |
| (143,180 | ) | |
| (141,905 | ) | |
| (37,816 | ) | |
| (92,683 | ) |
| Other income | |
| - | | |
| 29 | | |
| - | | |
| - | |
| TOTAL | |
| (143,159 | ) | |
| (141,848 | ) | |
| (37,809 | ) | |
| (92,678 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| INCOME BEFORE INCOME TAX | |
| 4,900,408 | | |
| 1,242,647 | | |
| 2,286,521 | | |
| (1,187,829 | ) |
| Income Tax Provision | |
| 996,161 | | |
| 650,749 | | |
| 293,083 | | |
| 17,584 | |
| NET INCOME (LOSS) | |
$ | 3,904,247 | | |
$ | 591,898 | | |
$ | 1,993,438 | | |
$ | (1,205,413 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted income (loss) per share | |
$ | 0.68 | | |
$ | 0.10 | | |
$ | 0.35 | | |
$ | (0.21 | ) |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 5,708,599 | | |
| 5,708,599 | | |
| 5,708,599 | | |
| 5,708,599 | |
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREE
AND NINE MONTHS ENDED JULY 31, 2026 AND 2025
(UNAUDITED)
| | |
Common Stock | | |
Treasury Stock | | |
Additional
Paid-in | | |
Retained | | |
| |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Earnings | | |
Total | |
| Balance, October 31, 2024 | |
$ | 5,708,599 | | |
$ | 6,634 | | |
$ | 925,331 | | |
$ | (4,633,560 | ) | |
$ | 19,094,618 | | |
$ | 11,709,875 | | |
$ | 26,177,567 | |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,153,256 | | |
| 1,153,256 | |
| Balance, January 31, 2025 | |
| 5,708,599 | | |
| 6,634 | | |
| 925,331 | | |
| (4,633,560 | ) | |
| 19,094,618 | | |
| 12,863,131 | | |
| 27,330,823 | |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 644,055 | | |
| 644,055 | |
| Balance, April 30, 2025 | |
| 5,708,599 | | |
| 6,634 | | |
| 925,331 | | |
| (4,633,560 | ) | |
| 19,094,618 | | |
| 13,507,186 | | |
| 27,974,878 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,205,413 | ) | |
| (1,205,413 | ) |
| Balance, July 31, 2025 | |
| 5,708,599 | | |
| 6,634 | | |
| 925,331 | | |
| (4,633,560 | ) | |
| 19,094,618 | | |
| 12,301,773 | | |
| 26,769,465 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, October 31, 2025 | |
| 5,708,599 | | |
| 6,634 | | |
| 925,331 | | |
| (4,633,560 | ) | |
| 19,094,618 | | |
| 13,113,314 | | |
| 27,581,006 | |
| Dividend declared at $0.08 per common share outstanding | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (467,813 | ) | |
| (467,813 | ) |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,648,320 | | |
| 1,648,320 | |
| Balance, January 31, 2026 | |
| 5,708,599 | | |
| 6,634 | | |
| 925,331 | | |
| (4,633,560 | ) | |
| 19,094,618 | | |
| 14,293,821 | | |
| 28,761,513 | |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 262,489 | | |
| 262,489 | |
| Balance, April 30, 2026 | |
| 5,708,599 | | |
| 6,634 | | |
| 925,331 | | |
| (4,633,560 | ) | |
| 19,094,618 | | |
| 14,556,310 | | |
| 29,024,002 | |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,993,438 | | |
| 1,993,438 | |
| Balance, July 31, 2026 | |
$ | 5,708,599 | | |
$ | 6,634 | | |
$ | 925,331 | | |
$ | (4,633,560 | ) | |
$ | 19,094,618 | | |
$ | 16,549,748 | | |
$ | 31,017,440 | |
COFFEE
HOLDING CO., INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | |
Nine months ended July 31, | |
| | |
2026 | | |
2025 | |
| OPERATING ACTIVITIES: | |
| | | |
| | |
| Net income | |
$ | 3,904,247 | | |
$ | 591,898 | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 653,250 | | |
| 492,379 | |
| Realized and unrealized gains, net | |
| (781,730 | ) | |
| (1,862,877 | ) |
| Amortization of right-of-use asset | |
| 508,854 | | |
| 583,643 | |
| Bad debt expense | |
| 50,000 | | |
| - | |
| Deferred income taxes (benefit) | |
| 49,617 | | |
| (315,709 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 3,057,797 | | |
| (185,622 | ) |
| Inventories | |
| 965,792 | | |
| (5,711,012 | ) |
| Prepaid expenses and other current assets | |
| (128,016 | ) | |
| (664,433 | ) |
| Prepaid and refundable income taxes | |
| 180,916 | | |
| 285,439 | |
| Deposits and other assets | |
| 205,267 | | |
| (408,978 | ) |
| Accounts payable and accrued expense | |
| (759,980 | ) | |
| 2,339,316 | |
| Change in lease liabilities | |
| (506,001 | ) | |
| (549,346 | ) |
| Change in due/from broker | |
| 525,000 | | |
| - | |
| Deferred compensation payable | |
| (129,646 | ) | |
| 8,586 | |
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | |
| 7,795,367 | | |
| (5,396,716 | ) |
| | |
| | | |
| | |
| INVESTING ACTIVITIES: | |
| | | |
| | |
| Acquisition of Second Empire | |
| - | | |
| (800,000 | ) |
| Purchase of investment | |
| (850,000 | ) | |
| - | |
| Cash paid for leasehold improvements | |
| (280,834 | ) | |
| (375,286 | ) |
| Purchases of building, machinery and equipment | |
| (82,704 | ) | |
| (79,249 | ) |
| NET CASH USED IN INVESTING ACTIVITIES | |
| (1,213,538 | ) | |
| (1,254,535 | ) |
| | |
| | | |
| | |
| FINANCING ACTIVITIES: | |
| | | |
| | |
| Payment of dividends | |
| (467,813 | ) | |
| - | |
| Proceeds from bank line of credit | |
| - | | |
| 7,750,000 | |
| Principal payments under bank line of credit | |
| (3,900,000 | ) | |
| (1,500,000 | ) |
| NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | |
| (4,367,813 | ) | |
| 6,250,000 | |
| | |
| | | |
| | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | |
| 2,214,016 | | |
| (401,251 | ) |
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | |
| 701,872 | | |
| 1,381,023 | |
| CASH AND CASH EQUIVALENTS, END OF PERIOD | |
$ | 2,915,888 | | |
$ | 979,772 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: | |
| | | |
| | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| Interest paid | |
$ | 171,345 | | |
$ | 96,761 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
| Initial recognition of lease right-of-use asset | |
$ | 119,358 | | |
$ | 2,113,581 | |
| Initial recognition of lease liabilities | |
$ | 119,358 | | |
$ | 2,113,581 | |