Form 8-K

8-K — COFFEE HOLDING CO INC

Accession: 0001493152-26-046091

Filed: 2026-10-07

Period: 2026-10-07

CIK: 0001007019

SIC: 2090 (MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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2026-10-07

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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

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 ☐

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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.

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

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