8-K
Coffee Holding Co Inc (JVA)
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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): June 12, 2026
COFFEE
HOLDING CO., INC.
(Exactname of registrant as specified in its charter)
| Nevada | 001-32491 | 11-2238111 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer <br><br> Identification No.) |
| 3475 Victory Boulevard, Staten Island, New York | 10314 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (718) 832-0800
NotApplicable
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class: | Trading<br> Symbol | Name<br> 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 June 12, 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 April 30, 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 June 12, 2026 |
| 104 | Cover<br> 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<br> Gordon | |
| Title: | President<br> and Chief Executive Officer | |
| Date:<br> June 12, 2026 |
Exhibit99.1
CoffeeHolding Company Reports Second Quarter Results.
STATENISLAND, New York – June 12, 2026. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company,” “our” or “we”) announced its operating results for the fiscal quarter ended April 30, 2026.
NetSales. Net sales totaled $22,126,156 for the three months ended April 30, 2026, a decrease of 1,193,905, or 5.1%, from $23,320,061 for the three months ended April 30, 2025. The decrease in net sales was primarily attributable to the rapid decline in green coffee prices that began in late January and continued throughout the quarter. In response to these market conditions, the Company reduced prices and increased 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 April 30, 2026, was $18,639,088, or 84.2% of net sales, as compared to $19,589,889, or 84.0% of net sales, for the three ended April 30, 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 increased slightly, primarily due to higher product and packaging costs during the current quarter.
Gross Profit. Gross profit for the three months ended April 30, 2026, was $3,487,068, a decrease of $243,104 from $ 3,730,172 for the three months ended April 30, 2025. Gross profit as a percentage of net sales was 15.8% for the three months ended April 30, 2026, compared to 16.0% for the three months ended April 30, 2025. The decrease in gross profit was primarily attributable to the lower sales volumes and pricing pressures discussed above.
Operating Expenses. Total operating expenses increased by $303,015 to $3,144,572 for the three months ended April 30, 2026, from $2,841,557 for the three months ended April 30, 2025. Selling and administrative expenses increased from $2,598,283 for the three months ended April 30, 2025, to $2,943,955 for the three months ended April 30, 2026. Operating expenses increased slightly compared to the prior-year period but remained generally consistent with historical levels.
NetIncome. The Company had net income of $262,489 or $0.05 per share basic and diluted, for the three months ended April 30, 2026, compared to net income of $644,055, or $0.11 per share basic and diluted, for the three months ended April 30, 2025. The change in net income was due to our results of operations as described above.
“Our second quarter results were severely impacted by the steady and rapid decline in the green coffee market which began in the final week of January and continued unabated for the entire quarter. A 25% decline in the commodity price for coffee had a negative effect on the price we were able to sell our green coffee inventory to our roaster wholesale customers which not only impacted profitability, but also negatively impacted sales volumes; as customers took a ‘wait and see’ approach on coffee purchases,” said Andrew Gordon President and CEO.
“We also promoted more than anticipated in addition to lowering costs to some of our large retail customers in order to maintain anticipated sales forecasts in some of these customers.
Fortunately, the national brands held their current list pricing in place which allowed us to do the same, somewhat mitigating the potential impairment to our anticipated profit margins. Also, the decrease in the green coffee market does have a silver lining as we were recently awarded some substantial new business which we now will be able to service at increased margins due to new lower input costs in addition to expected increased profit margins on our Cafe Caribe brand. We plan to continue to focus on reducing inventories over the next several months as we believe the historical high in the price of green coffee over the last two years is now in the rear-view mirror and, as result, we do not believe there is a need for carrying extra inventory coverage. Even with the adverse coffee commodity pricing we have experienced, we believe we are still well positioned to maintain profitability for the balance of 2026,” concluded Mr. Gordon.
AboutCoffee 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.
Forwardlooking 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.
CompanyContact
Coffee Holding Co., Inc.
Andrew Gordon
President & CEO
(718) 832-0800
COFFEEHOLDING CO., INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
| April 30, 2026 | October 31, 2025 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 2,322,774 | $ | 701,872 | ||
| Accounts receivable, net of allowances of 313,000 for April 30, 2026 and October 31, 2025. | 7,813,567 | 12,093,251 | ||||
| Inventories | 19,544,732 | 20,446,481 | ||||
| Due from broker | 1,977,598 | 1,424,036 | ||||
| Prepaid expenses and other current assets | 383,708 | 594,360 | ||||
| Prepaid and refundable income taxes | - | 180,916 | ||||
| TOTAL CURRENT ASSETS | 32,042,379 | 35,440,916 | ||||
| Building, machinery, and equipment, net | 3,351,641 | 3,463,072 | ||||
| Customer list and relationships, net of accumulated amortization of 327,250 and 316,250 for April 30, 2026 and October 31, 2025, respectively | 112,750 | 123,750 | ||||
| Trademarks and tradenames | 327,000 | 327,000 | ||||
| Equity method investments | 889,652 | 39,651 | ||||
| Right of use asset | 1,867,033 | 2,084,175 | ||||
| Deferred income tax assets - net | 173,063 | 229,899 | ||||
| Deposits and other assets | 330,800 | 339,909 | ||||
| TOTAL ASSETS | $ | 39,094,318 | $ | 42,048,372 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable and accrued expenses | $ | 4,371,642 | $ | 5,641,836 | ||
| Line of credit | 2,650,000 | 6,050,000 | ||||
| Due to broker | 921,328 | 303,813 | ||||
| Lease liabilities - current portion | 906,309 | 811,975 | ||||
| TOTAL CURRENT LIABILITIES | 8,849,279 | 12,807,624 | ||||
| Lease liabilities - long term | 1,221,037 | 1,530,096 | ||||
| Deferred compensation payable | - | 129,646 | ||||
| TOTAL LIABILITIES | 10,070,316 | 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 April 30, 2026 and October 31, 2025; 5,708,599 shares outstanding for April 30, 2026 and October 31, 2025 | 6,634 | 6,634 | ||||
| Additional paid-in capital | 19,094,618 | 19,094,618 | ||||
| Retained earnings | 14,556,310 | 13,113,314 | ||||
| Less: common stock held in treasury, at cost; 925,331 shares at April 30, 2026 and October 31, 2025 | (4,633,560 | ) | (4,633,560 | ) | ||
| TOTAL STOCKHOLDERS’ EQUITY | 29,024,002 | 27,581,006 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 39,094,318 | $ | 42,048,372 |
All values are in US Dollars.
COFFEEHOLDING CO., INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Six months ended April 30, | Three months ended April 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| NET SALES | $ | 47,691,996 | $ | 44,625,346 | $ | 22,126,156 | $ | 23,320,061 | ||||
| COST OF SALES | 38,079,991 | 36,009,105 | 18,639,088 | 19,589,889 | ||||||||
| GROSS PROFIT | 9,612,005 | 8,616,241 | 3,487,068 | 3,730,172 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Selling and administrative | 6,483,162 | 5,682,024 | 2,943,955 | 2,598,283 | ||||||||
| Officers’ salaries | 409,606 | 454,571 | 200,617 | 243,274 | ||||||||
| TOTAL | 6,892,768 | 6,136,595 | 3,144,572 | 2,841,557 | ||||||||
| INCOME FROM OPERATIONS | 2,719,237 | 2,479,646 | 342,496 | 888,615 | ||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||
| Interest income | 14 | 23 | 6 | 13 | ||||||||
| Interest expense | (105,364 | ) | (49,222 | ) | (39,625 | ) | (17,552 | ) | ||||
| Gain from equity method investment | - | - | - | 23 | ||||||||
| Other income | - | 29 | - | 29 | ||||||||
| TOTAL | (105,350 | ) | (49,170 | ) | (39,619 | ) | (17,487 | ) | ||||
| INCOME BEFORE INCOME TAX | 2,613,887 | 2,430,476 | 302,877 | 871,128 | ||||||||
| Income Tax Provision | 703,078 | 633,165 | 40,388 | 227,073 | ||||||||
| NET INCOME | $ | 1,910,809 | $ | 1,797,311 | $ | 262,489 | $ | 644,055 | ||||
| Basic and diluted income per share | $ | 0.33 | $ | 0.31 | $ | 0.05 | $ | 0.11 | ||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 5,708,599 | 5,708,599 | 5,708,599 | 5,708,599 |
COFFEEHOLDING CO., INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
THREEAND SIX MONTHS ENDED APRIL 30, 2026 AND 2025
(UNAUDITED)
| Common Stock | Treasury Stock | Additional Paid- | Retained | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | in 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 | |||
| 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 |
All values are in US Dollars.
COFFEEHOLDING CO., INC.
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six months ended April 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| OPERATING ACTIVITIES: | ||||||
| Net income | $ | 1,910,809 | $ | 1,797,311 | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization | 432,029 | 318,228 | ||||
| Realized and unrealized gains, net | (161,048 | ) | (1,532,721 | ) | ||
| Amortization of right-of-use asset | 336,500 | 385,372 | ||||
| Bad debt expense | 50,000 | - | ||||
| Deferred income taxes benefit | 56,836 | 225,540 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 4,229,684 | (247,470 | ) | |||
| Inventories | 901,749 | (1,241,503 | ) | |||
| Prepaid expenses and other current assets | 210,652 | (271,922 | ) | |||
| Prepaid and refundable income taxes | 180,916 | 285,438 | ||||
| Deposits and other assets | 9,109 | (392,387 | ) | |||
| Accounts payable and accrued expense | (1,270,194 | ) | (531,642 | ) | ||
| Change in lease liabilities | (334,083 | ) | (357,193 | ) | ||
| Change in due/from broker | 225,000 | - | ||||
| Deferred compensation payable | (129,646 | ) | 6,995 | |||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 6,648,313 | (1,555,954 | ) | |||
| INVESTING ACTIVITIES: | ||||||
| Acquisition of Second Empire | - | (800,000 | ) | |||
| Purchase of investment | (850,000 | ) | - | |||
| Cash paid for leasehold improvements | (280,834 | ) | (160,000 | ) | ||
| Purchases of building, machinery and equipment | (28,764 | ) | (32,907 | ) | ||
| NET CASH USED IN INVESTING ACTIVITIES | (1,159,598 | ) | (992,907 | ) | ||
| FINANCING ACTIVITIES: | ||||||
| Payment of dividend | (467,813 | ) | - | |||
| Proceeds from bank line of credit | - | 4,500,000 | ||||
| Principal payments under bank line of credit | (3,400,000 | ) | (1,500,000 | ) | ||
| NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (3,867,813 | ) | 3,000,000 | |||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 1,620,902 | 451,139 | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 701,872 | 1,381,023 | ||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 2,322,774 | $ | 1,832,162 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: | ||||||
| Cash paid for income taxes | $ | - | $ | 2,833 | ||
| Interest paid | $ | 131,311 | $ | 23,444 | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
| Initial recognition of operating lease right-of-use asset | $ | 119,358 | $ | 2,113,581 | ||
| Initial recognition of operating lease liabilities | 119,358 | 2,113,581 |
All values are in US Dollars.