8-K
COFFEE HOLDING CO INC (JVA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of
TheSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2020
COFFEEHOLDING 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. | Unregistered Sales of Equity Securities. |
|---|
On October 15, 2020, The Coffee Holding Company, Inc. (the “Company”) entered into a Contribution and Equity Purchase Agreement (the “Agreement”) to become a 49% owner in The Jordre Well, LLC (“The Jordre Well”), a cannabidiol (“CBD”) beverage company. Under the terms of the Agreement, The Jordre Well will assist the Company in the development and commercialization of CBD-infused line extensions for the existing coffee brands within the Company’s portfolio as well as launch new brands that are intended to serve consumer demand for non-coffee CBD-infused beverages and products.
Pursuant to the terms of the Agreement, the Company will issue to The Jordre Well up to 278,500 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with 139,250 shares of Common Stock issued on the effective date of the Agreement and the remaining 139,250 shares of Common Stock to be issued once $500,000 in revenue is generated from the joint venture.
The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the issuance of the shares of Common Stock.
| Item 8.01. | Other Events. |
|---|
The disclosure in Item 3.02 is incorporated herein by reference.
On October 16, 2020, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)The following exhibit is furnished with this report:
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press Release, dated October 16, 2020, issued by Coffee Holding entitled “Coffee Holding Co., Inc. to Launch CBD-Infused Coffee and Functional Beverages” |
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> October 16, 2020 | By: | /s/ Andrew Gordon |
| Name: | Andrew<br> Gordon | |
| Title: | President<br> and Chief Executive Officer |
Exhibit99.1
CoffeeHolding Co., Inc. to Launch CBD-Infused Coffee and Functional Beverages
STATEN ISLAND, New York, October 16, 2020 (GLOBE NEWSWIRE) — Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company” or “Coffee Holding”), a leading integrated wholesale coffee roaster and dealer in the United States, today announced that the Company has entered into binding agreements (the “Agreement”) to become a 49% owner in The Jordre Well, LLC (“The Jordre Well”), a cannabidiol (“CBD”) beverage company led by founders of Cannuka, a mainstream and highly recognized CBD skin care brand, available in approximately 2,500 retail locations.
Under the terms of the Agreement, The Jordre Well will assist the Company in the development and commercialization of CBD-infused line extensions for the existing coffee brands within the Coffee Holding portfolio as well as launch new brands that are intended to serve consumer demand for non-coffee CBD-infused beverages and products. To expedite time to market, The Jordre Well intends to leverage the Company’s scalable network of manufacturing and distribution centers throughout the country, among other immediate benefits and synergies.
“Following the 2018 Farm Bill which legalized hemp, on January 29, 2019, the Company announced that it was beginning to explore the potential for CBD coffee in the near future,” commented Andrew Gordon, Chief Executive Officer of Coffee Holding. “After numerous discussions and much consideration, the Company is happy to have finally found the right commercialization and brand development partner to bring CBD infused line extensions and beverage brands to fruition.”
The Company’s flagship dark roast latin espresso brand, Café Caribe, as well as its gourmet coffee brand, Harmony Bay, will be the first two Coffee Holding Co., Inc. brands to offer CBD-infused line extensions, which will be made available to consumers as soon as possible online in single-serve cups and more. Further, as the Company expects the regulatory landscape for CBD to evolve, the Company intends to expand its CBD infused coffee offerings, and other CBD-related products, through the multiple selling channels currently available to Coffee Holding and The Jordre Well.
According to a Cowen industry report, the U.S. CBD market could represent a $16 billion market opportunity by 2025, with the CBD beverage market comprising $2.4 billion. Furthermore, data released by the National Coffee Association suggests that coffee consumption has reached new highs, and remains America’s favorite drink.
“As Coffee Holding approaches its 50th anniversary, we believe we are in a strong position to bring nationwide leadership to the highly fragmented CBD-infused beverage market, and intend to launch high quality and consistent CBD-infused products for consumers,” added Mr. Gordon.
AboutCoffee Holding Co., Inc.
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 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.
AboutThe Jordre Well, LLC
Based in Columbus, Ohio, The Jordre Well is a functional brand incubator focused on the creation of innovative, sustainably-sourced, CBD-infused beverages for health and wellness conscious consumers. The Jordre Well’s soon-to-be-released brands include its namesake seltzer brand, The Jordre Well, its curated coffee collection, Stephen James, and more. To learn more, visit https://thejordrewell.com/.
Forwardlooking statements
Anystatements that are not historical facts contained in this release are “forward-looking statements” within the meaningof the Private Securities Litigation Reform Act of 1995, including the Company’s outlook on the launch of CBD-infused coffeeand functional beverages . 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 achievementsto be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.All statements other than statements of historical fact are statements that could be forward-looking statements. We have basedthese forward-looking statements upon information available to management as of the date of this release and management’sexpectations and projections about certain future events. It is possible that the assumptions made by management for purposesof such statements may not materialize. Such statements may involve risks and uncertainties, including but not limited to thoserelating to product demand, pricing, market acceptance, hedging activities, the effect of economic conditions, the effect of theCOVID-19 pandemic, intellectual property rights, the outcome of competitive products, risks in product development, the resultsof financing efforts, the ability to complete transactions and other factors discussed from time to time in the Company’sSecurities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statementfor events or circumstances after the date on which such statement is made.
CompanyContact
Coffee Holding Co., Inc.
Andrew Gordon
President & CEO
718-832-0800