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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): October 7, 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
8.01. Other Events.
Coffee
Holding Co., Inc. (the “Company”) announced today that its Board of Directors has approved a share repurchase
program pursuant to which the Company may repurchase up
to $2.5 million in value of its outstanding common stock, par value $0.001 per share, from time to time on the open market and in privately
negotiated transactions subject to market conditions, share price and other factors (the “Share Repurchase Program”). The
Company intends to fund the Share Repurchase Program with available cash and from future
cash flow from operations.
The
timing and amount of any shares repurchased will
be determined based on the Company’s evaluation of market conditions and other factors and the program may
be discontinued or suspended at any time. Repurchases will be made in accordance with the
rules and regulations promulgated by the Securities and Exchange Commission and certain other legal requirements to which the Company
may be subject. Repurchases may be made, in part, under a Rule 10b5-1 plan, which allows
stock repurchases when the Company might otherwise be precluded from doing so.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release, dated October 7, 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:
October 7, 2026 |
|
|
Exhibit
99.1
Coffee
Holding Co., Inc. Announces Share Repurchase Program
STATEN
ISLAND, New York – October 7, 2026. Coffee Holding Co., Inc. (NASDAQ:
JVA) (the “Company”) today announced that the Company’s Board of Directors has
approved a share repurchase program pursuant to which the Company may repurchase
up to $2.5 million in value of its outstanding common stock, par value, $0.001 per share, from
time to time on the open market and in privately negotiated transactions subject to market conditions, share price and other factors
(the “Share Repurchase Program”). The Company intends to fund the Share Repurchase Program with
available cash and from future cash flow from operations.
The
timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other
factors and the program may be discontinued or suspended at any time. Repurchases will be made in accordance with the rules and regulations
promulgated by the Securities and Exchange Commission and certain other legal requirements to which the Company may be subject. Repurchases
may be made, in part, under a Rule 10b5-1 plan, which allows stock repurchases when the Company might otherwise be precluded from doing
so.
“As
a company, we believe that our current stock price does not truly account for the positive underlying fundamentals that currently exist
at this time” said Andrew Gordon President and CEO of Coffee Holding Company.
“Our
balance sheet remains strong, and our results have greatly improved over the last several quarters as we have focused on improving gross
margins and eliminating redundancies within our operations.
We
have historically looked for opportunities to create stockholder value, including previous payments of cash dividends, and intend to
do so in the future for our loyal stockholders” concluded Andrew Gordon President and CEO of Coffee Holding 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 the impact of the Share Repurchase Program.
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
