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Form 8-K

sec.gov

8-K — COFFEE HOLDING CO INC

Accession: 0001493152-26-028444

Filed: 2026-06-12

Period: 2026-06-12

CIK: 0001007019

SIC: 2090 (MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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.

(Exact

name of registrant as specified in its charter)

Nevada

001-32491

11-2238111

(State

or other jurisdiction

of

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 ☐

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

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:

June 12, 2026

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Coffee

Holding Company Reports Second Quarter Results.

STATEN

ISLAND, 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.

Net

Sales. 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.

Net

Income. 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.

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 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.

Company

Contact

Coffee

Holding Co., Inc.

Andrew

Gordon

President

& CEO

(718)

832-0800

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED 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

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED 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

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE

AND 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

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED 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

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Entity Address, Address Line One

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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