8-K
COFFEE HOLDING CO INC (JVA)
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): March 21, 2023
COFFEE
HOLDING CO., INC.
(Exactname 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: (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(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | JVA | Nasdaq<br> 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).
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 3.02. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
|---|
On March 21, 2023, Coffee Holding Co., Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because the Company has not yet filed its Form 10-Q for the period ended January 31, 2023 (the “Quarterly Report”) and remains delinquent in filing its Annual Report on Form 10-K for the period year October 31, 2022 (the “Annual Report” and with the Quarterly Report, the “Delinquent Reports”) with the Securities and Exchange Commission (the “SEC”).
The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice states that the Company has until April 3, 2023, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Annual Report, or July 31, 2023, to file the Delinquent Reports to regain compliance.
The Company currently expects to file the Annual Report on or before March 31, 2023. Further, the Company continues to work diligently to finalize the Quarterly Report and to as promptly as possible to regain compliance with the Listing Rule.
| Item 7.01 | Regulation FD Disclosure |
|---|
A press release, dated March 24, 2023, disclosing the Company’s receipt of the Notice referenced above is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
CautionaryStatement Regarding Forward-Looking Statements
Thisfiling contains a number of forward-looking statements. Words such as “expect,” “will,” “working,”“plan” and variations of such words and similar future or conditional expressions are intended to identify forward-lookingstatements. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectationsrelating to the filing of the Delinquent Reports and to the Company’s ability to regain compliance with the Nasdaq Listing Rule.These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many ofwhich are difficult to predict and beyond the Company’s control. Important factors that may cause actual results to differ materiallyfrom those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting,including the possibility that the Company will not be able to file the Delinquent Reports within the time period prescribed by Nasdaq,the Company’s independent auditor’s ability to finalize its review of the consolidated financial statements of the Companyand the Delinquent Reports in a timely manner, the Company’s ability to respond in a timely and satisfactory manner to the inquiriesby Nasdaq, the Company’s ability to regain compliance with the Nasdaq Listing Rule, the Company’s ability to become currentwith its reports with the SEC and other factors described more fully in the Company’s periodic filings with the SEC. The Companydisclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as requiredby applicable law or regulation.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release, dated March 24, 2023. |
| 104 | Cover<br> Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
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. | ||
|---|---|---|
| Dated:<br> March 24, 2023 | By: | /s/ Andrew Gordon |
| Name: | Andrew<br> Gordon | |
| Title: | President<br> and Chief Executive Officer |
Exhibit 99.1
Coffee Holding Co., Inc. Receives Notice from NasdaqRegarding Delayed Annual Report
**STATEN ISLAND, New York – March 24, 2023.**Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced that it received a notice (the “Notice”) dated March 21, 2023 from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not yet filed its Form 10-Q for the period ended January 31, 2023 (the “Quarterly Report”) and remains delinquent in filing its Annual Report on Form 10-K for the period year October 31, 2022 (the “Annual Report” and together with the Quarterly Report, the “Delinquent Reports”) with the Securities and Exchange Commission (the “SEC”).
The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice states that the Company has until April 3, 2023 to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Annual Report, or July 31, 2023, to file the Delinquent Reports to regain compliance.
The Company currently expects to file the Annual Report on or before March 31, 2023. Further, the Company continues to work diligently to finalize the Quarterly Report and to as promptly as possible to regain compliance with the Listing Rule.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About Coffee Holding
Coffee Holding Co., Inc. 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 has been a family-operated business for three generations and has remained profitable through varying cycles in the coffee industry and the economy. The Company’s private label and branded coffee products are sold throughout the United States, Canada and abroad to supermarkets, wholesalers, and individually owned and multi-unit retail customers.
Forward-Looking Statements
This press release contains a number of forward-looking statements. Words such as “expect,” “will,” “working,” “plan” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Delinquent Reports and to the Company’s ability to regain compliance with the Nasdaq Listing Rule. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file the Delinquent Reports within the time period prescribed by Nasdaq, the Company’s independent auditor’s ability to finalize its review of the consolidated financial statements of the Company and the Delinquent Reports in a timely manner, the Company’s ability to respond in a timely and satisfactory manner to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Nasdaq Listing Rule, the Company’s ability to become current with its reports with the SEC and other factors described more fully in the Company’s periodic filings with the SEC. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.