8-K/A

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

AmendmentNo. 1

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2023

COFFEE

HOLDING CO., INC.

(Exactname of registrant as specified in its charter)

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):

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

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 ☐

Item2.02. Results of Operations and Financial Condition.

The information included in Item 4.02 below is incorporated herein by reference.

Item4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously disclosed on a Current Report on Form 8-K furnished by Coffee Holding Co., Inc., a Nevada corporation (the “Company”), on January 25, 2023 (the “Previous 8-K”), the Company determined that it made certain errors in the presentation of net sales and cost of sales in its consolidated statement of operations for the fiscal year ended October 31, 2020. The Company disclosed in the Previous 8-K that it would restate its previously filed annual financial statements for the fiscal year ended October 31, 2020 included in the associated Form 10-K for the fiscal year ended October 31, 2021 filed with the Securities Exchange Commission (the “SEC”).

After further analysis and discussion with the Company’s management, board of directors and in consultation with the Company’s independent registered public accounting firm, the Company has determined that it will instead restate the previously filed financial statements for the fiscal year ended October 31, 2020 and October 31, 2019 included in the associated Form 10-K for the fiscal year ended October 31, 2020 filed with the SEC on February 16, 2021, as amended on February 26, 2021. Further, to correct errors in the Company’s accounting for certain intercompany eliminations in its consolidated statements of operations for the fiscal periods ended January 31, 2020, April 30, 2020 and July 31, 2020 (collectively, the “2020 Interim Periods”), the Company will be amending the Quarterly Reports on Form 10-Q filed for the fiscal periods ended January 31, 2021, April 30, 2021 and July 31, 2021 (the “2021 Interim Reports”) in order to correct the comparative periods presented therein to reflect adjustments made to correct errors in the Company’s accounting for certain intercompany eliminations during such 2020 Interim Periods.

As disclosed in the Previous 8-K, the errors and the required restatements had no effect on the Company’s results of operations or earnings (loss) per share or other items in the consolidated statement of operations for the years ended October 31, 2020 or October 31, 2019 or the 2020 Interim Periods, nor did it have any impact on the Company’s consolidated balance sheet, consolidated statement of changes in stockholders’ equity, or consolidated statement of cash flows for the year ended October 31, 2020 or October 31, 2019 or the 2020 Interim Periods.

Further, the effect of the errors is expected to be an overstatement of net sales and cost of sales in the consolidated statement of operations in the following amounts and for the following reporting periods: (i) approximately $8.3 million and $9.9 million for the fiscal year ended October 31, 2020 and October 31, 2019, respectively; (ii) approximately $2.2 million, $2.8 million, and $1.8 million for the three months ended January 31, 2020, April 30, 2020 and July 31, 2020, respectively; (iii) approximately $4.9 million and $6.7 million for the six months ended April 30, 2020 and the nine months ended July 31, 2020, respectively.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.

CautionaryStatement Regarding Forward-Looking Statements

ThisCurrent Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, includedor incorporated in this Current Report on Form 8-K are forward-looking statements. The words “believes,” “anticipates,”“estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,”“potential,” “likely,” “projects,” “continue,” “will,” and “would”and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain theseidentifying words. These forward-looking statements include, among others, those statements regarding the Company’s expectationsas to the causes of the errors described above, the scope and impact of the errors described above, the Company’s plans to amendits previously filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and restated financial statements and other disclosurescontained therein and the timing of such amendment, the timing of the filing of the Annual Report on Form 10-K for the year ended October31, 2022, and the ability of the Company to identify and remediate material weaknesses in the Company’s internal control over financialreporting.

Theseforward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements.Factors that may cause future results to differ materially from the Company’s current expectations include, among other things,the timing and nature of the resolution of the issues discussed in this Current Report on Form 8-K, any delay in the filing of requiredperiodic reports, the timing and results of the Company’s review of the effectiveness of internal control over financial reportingand related disclosure controls and procedures, whether a restatement of financial results will be required for other accounting issues,adverse effects on the Company’s business related to the disclosures made in this Current Report on Form 8-K or the reactions ofcustomers or suppliers, the initiation of new legal proceedings, and volatility of the Company’s stock price.

TheCompany does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statementsand you should not place undue reliance on the Company’s forward-looking statements. There are a number of important factors thatcould cause the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements,including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form10-K for the period ended October 31, 2021. Although the Company may elect to do so at some point in the future, the Company does notassume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-lookingstatement, whether as a result of new information, future events or otherwise.

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.