Form 8-K

8-K — COFFEE HOLDING CO INC

Accession: 0001493152-26-042312

Filed: 2026-09-11

Period: 2026-09-11

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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2026-09-11

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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): September 11, 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

2.02. Results of Operation and Financial Condition.

September 11, 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 July 31, 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 September 11, 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:

September 11, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Coffee

Holding Company Reports Third Quarter Results.

STATEN

ISLAND, New York – September 11, 2026. Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company,” “our”

or “we”) announced its operating results for the fiscal quarter ended July 31, 2026.

Net

Sales. Net sales totaled $21,686,262 for the three months ended July 31, 2026, a decrease of $2,224,252, or 9.3% , from $23,910,514

for the three months ended July 31, 2025. The decrease in net sales was primarily attributable to the sustained decline in green coffee

prices that began in late January and continued throughout most of the quarter. In response to these market conditions, the Company reduced

prices and initiated 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 July 31, 2026, was $16,262,131, or 75.0% of net sales, as compared to $21,655,486,

or 90.6% of net sales, for the three ended July 31, 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 also decreased, primarily due to a favorable inventory position acquired during the first half

of the fiscal year when coffee prices declined significantly, tariff refunds recognized during the current period, and a net gain on

trading activity during the current period compared to a net loss on trading activity in the comparative period.

Gross

Profit. Gross profit for the three months ended July 31, 2026, was $5,424,131, an increase of $3,169,103 from $2,255,028 for the

three months ended July 31, 2025. Gross profit as a percentage of net sales was 25.0% for the three months ended July 31, 2026, compared

to 9.4% for the three months ended July 31, 2025. The increase in gross profit was primarily attributable to a favorable inventory position,

tariff refunds, and a net gain on trading activity during the current period, as discussed above.

Operating

Expenses. Total operating expenses decreased by $250,378 to $3,099,801 for the three months ended July 31, 2026, from $3,350,179

for the three months ended July 31, 2025. Selling and administrative expenses decreased from $3,166,764 for the three months ended July

31, 2025, to $2,899,193 for the three months ended July 31, 2026. Operating expenses decreased slightly compared to the prior-year period

but remained generally consistent with historical levels.

Net

Income (Loss). We had net income of $1,993,438 or $0.35 per share basic and diluted, for the three months ended July 31, 2026, compared

to net loss of $1,205,413, or $0.21 per share basic and diluted, for the three months ended July 31, 2025. The change in net income was

due to our results of operations as described above.

“In

what can only be described as the most volatile three months in the history of the coffee market, with the price of green coffee trading

in a $1.00/per lb. trading range with daily price fluctuations reaching an unprecedented $.50/lb., we are pleased to report our shareholders

that we had net sales of approximately $21.7 million and earnings of $0.35 a share. Although revenues were comparable to those

achieved in fiscal 2025, our profitability was greatly improved as a result of a combination of supporting fundamentals provided a strong

tailwind during the reporting period. We were fortunate to have capitalized on the lower green physical coffee market during the first

half of calendar 2026 which allowed for the record gross margins we achieved during fiscal Q3 2026.

The

decision not to charge most wholesale roasted customers tariffs during 2025 proved to be the correct one as we retained 100% of our roasted

customer base and maintained our historical profit margins throughout the last several quarters. Now, with tariffs being slowly refunded,

we are reaping the rewards for our earlier decisions as the tariff refunds received during the quarter contributed approximately $.06

a share to our earnings and we expect additional refunds to enhance earnings over the next two quarters. Overall, with the continued

volatility in the green coffee market showing no clear signs of abating, and the major leading national brands showing no indication

of price decreases, as well as significant new business that we have recently secured, we believe we are well positioned moving through the

end of calendar 2026 into calendar 2027 to grow our revenue levels, gross margins and our profitability,” concluded Mr.

Andrew Gordon, Chief Executive Officer of the 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 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

July 31, 2026

October 31, 2025

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 2,915,888

$ 701,872

Accounts receivable, net of allowances of $313,000 for July 31, 2026 and October 31, 2025.

8,985,454

12,093,251

Inventories

19,480,689

20,446,481

Due from broker

1,556,868

1,424,036

Prepaid expenses and other current assets

722,376

594,360

Prepaid and refundable income taxes

—

180,916

TOTAL CURRENT ASSETS

33,661,275

35,440,916

Building, machinery, and equipment, net

3,187,735

3,463,072

Customer list and relationships, net of accumulated amortization of $330,625 and $316,250 for

July 31, 2026 and October 31, 2025, respectively

109,375

123,750

Trademarks and tradenames

327,000

Equity investments

889,651

39,651

Right of use assets

1,694,679

2,084,175

Deferred income tax assets - net

180,282

229,899

Deposits and other assets

134,642

339,909

TOTAL ASSETS

40,184,639

42,048,372

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses

4,881,856

5,641,836

Line of credit

2,150,000

6,050,000

Due to broker

179,915

303,813

Lease liabilities - current portion

912,755

811,975

TOTAL CURRENT LIABILITIES

8,124,526

12,807,624

Lease liabilities - long term

1,042,673

1,530,096

Deferred compensation payable

129,646

TOTAL LIABILITIES

9,167,199

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 July 31, 2026 and October 31, 2025; 5,708,599 shares outstanding for July 31, 2026 and October 31, 2025

6,634

Additional paid-in capital

19,094,618

Retained earnings

16,549,748

13,113,314

Less: common stock held in treasury, at cost; 925,331 shares at July 31, 2026 and October 31, 2025

(4,633,560 )

TOTAL STOCKHOLDERS’ EQUITY

31,017,440

27,581,006

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 40,184,639

$ 42,048,372

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Nine months ended July 31,

Three months ended July 31,

2026

2025 (revised)

2026

2025 (revised)

NET SALES

$ 69,378,258

$ 68,535,860

$ 21,686,262

$ 23,910,514

COST OF SALES

54,342,122

57,446,245

16,262,131

21,655,486

GROSS PROFIT

15,036,136

11,089,615

5,424,131

2,255,028

OPERATING EXPENSES:

Selling and administrative

9,382,355

9,067,134

2,899,193

3,166,764

Officers’ salaries

610,214

637,986

200,608

183,415

TOTAL

9,992,569

9,705,120

3,099,801

3,350,179

INCOME (LOSS) FROM OPERATIONS

5,043,567

1,384,495

2,324,330

(1,095,151 )

OTHER INCOME (EXPENSE):

Interest income

Interest expense

(143,180 )

(141,905 )

(37,816 )

(92,683 )

Other income

TOTAL

(143,159 )

(141,848 )

(37,809 )

(92,678 )

INCOME BEFORE INCOME TAX

4,900,408

1,242,647

2,286,521

(1,187,829 )

Income Tax Provision

996,161

650,749

293,083

17,584

NET INCOME (LOSS)

$ 3,904,247

$ 591,898

$ 1,993,438

$ (1,205,413 )

Basic and diluted income (loss) per share

$ 0.68

$ 0.10

$ 0.35

$ (0.21 )

Weighted average common shares outstanding:

Basic and diluted

5,708,599

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THREE

AND NINE MONTHS ENDED JULY 31, 2026 AND 2025

(UNAUDITED)

Common Stock

Treasury Stock

Additional

Paid-in

Retained

Amount

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

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

Balance, April 30, 2025

5,708,599

6,634

925,331

(4,633,560 )

19,094,618

13,507,186

27,974,878

Net loss

(1,205,413 )

Balance, July 31, 2025

5,708,599

6,634

925,331

(4,633,560 )

19,094,618

12,301,773

26,769,465

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 )

Net income

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

Balance, April 30, 2026

5,708,599

6,634

925,331

(4,633,560 )

19,094,618

14,556,310

29,024,002

Net income

1,993,438

Balance, July 31, 2026

$ 5,708,599

$ 6,634

$ 925,331

$ (4,633,560 )

$ 19,094,618

$ 16,549,748

$ 31,017,440

COFFEE

HOLDING CO., INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Nine months ended July 31,

2026

2025

OPERATING ACTIVITIES:

Net income

$ 3,904,247

$ 591,898

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

653,250

492,379

Realized and unrealized gains, net

(781,730 )

(1,862,877 )

Amortization of right-of-use asset

508,854

583,643

Bad debt expense

50,000

Deferred income taxes (benefit)

49,617

(315,709 )

Changes in operating assets and liabilities:

Accounts receivable

3,057,797

(185,622 )

Inventories

965,792

(5,711,012 )

Prepaid expenses and other current assets

(128,016 )

(664,433 )

Prepaid and refundable income taxes

180,916

285,439

Deposits and other assets

205,267

(408,978 )

Accounts payable and accrued expense

(759,980 )

2,339,316

Change in lease liabilities

(506,001 )

(549,346 )

Change in due/from broker

525,000

Deferred compensation payable

(129,646 )

8,586

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

7,795,367

(5,396,716 )

INVESTING ACTIVITIES:

Acquisition of Second Empire

(800,000 )

Purchase of investment

(850,000 )

Cash paid for leasehold improvements

(280,834 )

(375,286 )

Purchases of building, machinery and equipment

(82,704 )

(79,249 )

NET CASH USED IN INVESTING ACTIVITIES

(1,213,538 )

(1,254,535 )

FINANCING ACTIVITIES:

Payment of dividends

(467,813 )

Proceeds from bank line of credit

7,750,000

Principal payments under bank line of credit

(3,900,000 )

(1,500,000 )

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

(4,367,813 )

6,250,000

NET CHANGE IN CASH AND CASH EQUIVALENTS

2,214,016

(401,251 )

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

701,872

1,381,023

CASH AND CASH EQUIVALENTS, END OF PERIOD

$ 2,915,888

$ 979,772

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

Cash paid for income taxes

$ -

Interest paid

$ 171,345

$ 96,761

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of lease right-of-use asset

$ 119,358

$ 2,113,581

Initial recognition of lease liabilities

$ 119,358

$ 2,113,581

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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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Title of a 12(b) registered security.

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

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Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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

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