Filing Analysis
Coffee Holding Co., Inc. filed an amended 8-K to correct a compensation disclosure error and detail a significant restructuring of CEO Andrew Gordon's compensation package. The CEO's base salary is being reduced from $450,000 to $80,000 per annum, contingent upon a $1.6 million incentive bonus tied to long-term employment through 2030.
🚩 Red Flags
- Significant reduction in executive base salary (82% decrease) often signals severe liquidity constraints or cash flow issues.
- Restatement of previous 8-K filing due to incorrect compensation data.
- The structure of the $1.6M bonus suggests a retention mechanism to prevent executive departure during financial distress.
📋 Key Facts
- Amended 8-K filed to correct the previous reporting of CEO Andrew Gordon's base salary from $325,000 to $450,000.
- CEO Andrew Gordon's base salary is being reduced from $450,000 to $80,000 per annum.
- CEO granted a conditional incentive bonus of $1.6 million if he remains employed until January 1, 2030.
- The bonus is scheduled to be paid by March 16, 2030.
- The CEO is required to enter into a general release to receive severance benefits.
Coffee Holding Co., Inc. filed an 8-K to furnish a press release regarding its results of operations for the quarter ended April 30, 2026. The filing serves as a notification of the release of financial information rather than providing the detailed financial data within the 8-K text itself.
📋 Key Facts
- The report was filed on June 12, 2026.
- The filing pertains to the financial results for the quarter ended April 30, 2026.
- The company furnished a press release as Exhibit 99.1.
- The information is explicitly stated as 'furnished' rather than 'filed', meaning it is not subject to Section 18 liabilities of the Exchange Act.
Coffee Holding Co., Inc. issued a press release on March 16, 2026, announcing its financial performance for the fiscal quarter ended January 31, 2026.
📋 Key Facts
- The company reported financial results for the quarter ended January 31, 2026.
- The press release was issued and filed on March 16, 2026.
- The filing was made under Item 8.01 (Other Events) and included the press release as Exhibit 99.1.
Coffee Holding Co., Inc. entered into the Twelfth Loan Modification Agreement with Webster Bank, extending the maturity date of its existing credit facility to December 28, 2026.
🚩 Red Flags
- The 'Twelfth' modification indicates a pattern of frequent, short-term adjustments to the credit facility rather than securing long-term financing.
- The extension provides less than 10 months of additional runway from the date of the amendment.
📋 Key Facts
- The agreement was signed on March 4, 2026, between the Company, its subsidiary Organic Products Trading Company LLC, and Webster Bank.
- The amendment extends the loan maturity date to December 28, 2026.
- This is the 12th modification to the original Amended and Restated Loan and Security Agreement dated April 25, 2017.
- The filing includes Item 1.01 (Material Agreement) and Item 2.03 (Financial Obligation).
Coffee Holding Co., Inc. has significantly amended the employment agreement of its President, CEO, and CFO, Andrew Gordon, reducing his annual base salary by over 75% in exchange for a long-term retention bonus.
🚩 Red Flags
- Drastic reduction in CEO/CFO cash compensation (75.4% decrease) often signals severe liquidity issues or financial distress.
- Significant concentration of corporate governance risk: Andrew Gordon holds four key executive roles simultaneously (CEO, CFO, President, and Treasurer).
- The $1.6 million future bonus creates a substantial long-term liability for a micro-cap company.
📋 Key Facts
- Andrew Gordon's base salary was reduced from $325,000 to $80,000 per annum, effective February 26, 2026.
- Mr. Gordon was granted a $1.6 million incentive bonus contingent on remaining employed through January 1, 2030.
- The retention bonus is scheduled to be paid by March 16, 2030.
- Andrew Gordon currently holds the positions of President, Chief Executive Officer, Chief Financial Officer, and Treasurer.
- A general release of claims is now required for the executive to receive severance benefits.
Coffee Holding Co., Inc. issued an 8-K to announce its yearly financial performance and provide details regarding a cash dividend payment to stockholders.
📋 Key Facts
- Report date: January 28, 2026.
- The company released its yearly financial performance results via press release.
- The filing includes details of a cash dividend to be paid to stockholders (Exhibit 99.1).
- Signed by Andrew Gordon, President and CEO.
Coffee Holding Co., Inc. held its Annual Meeting of Stockholders on December 16, 2025. While directors were elected and the auditor was ratified, shareholders failed to approve the advisory proposal regarding executive compensation.
🚩 Red Flags
- Shareholder rejection of executive compensation (Say-on-Pay) is a significant signal of investor dissatisfaction with management's pay structure.
📋 Key Facts
- Annual Meeting held on December 16, 2025.
- Quorum reached with 53.9% of outstanding shares present (approx. 3,074,000 shares).
- Gerard DeCapua and George F. Thomas were elected to the Board of Directors for three-year terms.
- CBIZ CPAs P.C. was ratified as the independent registered public accounting firm for fiscal year ending Oct 31, 2025.
- The advisory vote on executive compensation was NOT approved (Against: 1,640,696.26 vs For: 1,024,312.56).
- Shareholders approved the frequency of holding stockholder advisory votes to be every 1 year.
Coffee Holding Co., Inc. announced the planned closure of its production facility located in North Andover, Massachusetts via a press release on October 7, 2025.
📋 Key Facts
- The Company is closing its production facility in North Andover, Massachusetts.
- Announcement made via press release on October 7, 2025.
- Filing includes Exhibit 99.1 containing the full press release.
Coffee Holding Co., Inc. filed an 8-K to furnish a press release regarding its quarterly financial performance for the period ending July 31, 2025.
📋 Key Facts
- The filing is a routine disclosure of quarterly financial results via Exhibit 99.1.
- Reporting date: September 12, 2025.
- Financial period covered: Quarter ended July 31, 2025.
Coffee Holding Co., Inc. filed an 8-K to furnish a press release regarding its quarterly financial performance for the period ending April 30, 2025.
📋 Key Facts
- The filing was made on June 13, 2025.
- The report pertains to quarterly financial performance for the quarter ended April 30, 2025.
- A press release (Exhibit 99.1) was issued simultaneously with this filing.
Coffee Holding Co., Inc. issued an 8-K to furnish a press release regarding its quarterly financial performance for the period ended January 31, 2025.
📋 Key Facts
- The filing is related to Item 8.01 (Other Events).
- The company released quarterly financial results for the quarter ending January 31, 2025.
- A press release was furnished as Exhibit 99.1.
Coffee Holding Co., Inc. announced the resignation of Marcum LLP as its independent auditor following CBIZ CPAs P.C.'s acquisition of Marcum's attest business. While no disagreements were reported, the company disclosed several material weaknesses in internal controls and a prior going concern qualification.
🚩 Red Flags
- Auditor change combined with multiple disclosed material weaknesses in internal controls.
- History of 'going concern' language in 2023 audit reports.
- Significant list of seven distinct material weaknesses spanning inventory, IT access, and financial reporting processes.
- Inaccurate accounting for intercompany eliminations identified in FY2020.
📋 Key Facts
- Marcum LLP resigned as auditor on February 26, 2025, due to CBIZ CPAs P.C. acquiring Marcum's attest business.
- CBIZ CPAs P.C. has been engaged as the new independent registered public accounting firm for the fiscal year ending October 31, 2025.
- The company disclosed seven specific material weaknesses in internal controls related to inventory, system access, lease amendments, physical custody of records, journal entries, intercompany eliminations, and vendor liabilities/loan covenants.
- Marcum's reports for FY2023 included an explanatory paragraph regarding the Company's ability to continue as a going concern.
Coffee Holding Co., Inc. filed an 8-K to furnish a press release regarding its yearly financial performance for the period ending February 3, 2025.
📋 Key Facts
- The filing is an Item 8.01 (Other Events) report.
- The company issued a press release on February 3, 2025, discussing yearly financial performance.
- Exhibit 99.1 contains the full text of the press release.
Coffee Holding Co., Inc. announced the acquisition of all assets from Empire Coffee Company on November 7, 2024. The transaction includes inventory, equipment, receivables, and intellectual property for a total purchase price of $800,000.
🚩 Red Flags
- The acquisition was negotiated with a former lender rather than the company itself (Article 9 UCC sale), which often indicates the target company was in financial distress or undergoing liquidation.
📋 Key Facts
- Acquired all assets of Empire Coffee Company (based in Port Chester, NY) on November 7, 2024.
- Assets acquired include inventory, equipment, accounts receivable, customer list, and intellectual property.
- The purchase was negotiated with Empire's former lender under Article 9 of the UCC.
- Total purchase price: $800,000.
- Company entered into a new lease for Empire’s property on November 7, 2024.
Coffee Holding Co., Inc. held its Annual Meeting of Stockholders on October 31, 2024. The meeting resulted in the election of three directors and the ratification of Marcum LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on October 31, 2024.
- Andrew Gordon, Daniel Dwyer, and Barry Knepper were elected to the Board of Directors for three-year terms.
- The appointment of Marcum LLP as the independent registered public accounting firm was ratified by shareholders.
- An advisory vote on executive compensation was approved.
Coffee Holding Co., Inc. issued a press release disclosing its financial results for the quarter ended July 31, 2024. The company reported an approximately 19% increase in net sales during this period.
📋 Key Facts
- Reporting Period: Quarter ended July 31, 2024
- Net Sales Performance: Approximately 19% increase compared to the prior year's corresponding period.
- Filing Date of Report: September 13, 2024 (Reported via 8-K on Sept 16, 2024).
- Exhibits: Includes a press release under Exhibit 99.1.
Coffee Holding Co., Inc. entered into a Tenth Loan Modification Agreement with Webster Bank on June 27, 2024. The amendment extends the loan maturity date to June 29, 2025, and modifies borrowing base/leverage ratio terms.
🚩 Red Flags
- Short-term maturity extension (only ~1 year from report date)
- Frequent modifications (this is the 'Tenth' Loan Modification Agreement, suggesting ongoing liquidity/covenant struggles)
- Adjustment of leverage ratios and borrowing base definitions often indicates a need for more breathing room to avoid technical default
📋 Key Facts
- Date of Amendment: June 27, 2024
- New Loan Maturity Date: June 29, 2025
- Maximum Facility Amount: $10,000,000
- Applicable Margin Requirement for revolving loan: 2.25%
- Lender: Webster Bank
- Borrowers: Coffee Holding Co., Inc. and Organic Products Trading Company LLC
Coffee Holding Co., Inc. has terminated a Merger and Share Exchange Agreement originally entered into on September 29, 2022. The termination involves Delta Corp Holdings Limited and its subsidiaries, with no early termination penalties payable by the Company.
🚩 Red Flags
- Failure of a long-standing merger agreement (nearly 2 years in progress) suggests significant strategic or regulatory hurdles were encountered.
📋 Key Facts
- Termination of Merger and Share Exchange Agreement effective June 21, 2024.
- The original agreement was entered into on September 29, 2022.
- Parties involved included Delta Corp Holdings Limited (Cayman Islands), Delta (England and Wales), and CHC Merger Sub Inc.
- No early termination penalties are payable by Coffee Holding Co., Inc. due to the termination.
Coffee Holding Co., Inc. held a reconvened special meeting of shareholders on April 1, 2024, where shareholders approved the adjournment of the meeting to allow for further proxy solicitation regarding a proposed merger with Delta Corp Holdings Limited.
🚩 Red Flags
- Significant shareholder opposition: Approximately 38.9% of the present voting power (1,179,408 shares) voted against the adjournment, indicating substantial resistance to the proposed merger/share exchange agreement.
- Delay in transaction timeline: The need for further proxy solicitation suggests the company has not yet secured sufficient support to close the deal.
📋 Key Facts
- The Reconvened Special Meeting was held on April 1, 2024.
- A quorum was present, representing approximately 61.1% of the Company's voting power (3,488,932 shares).
- Shareholders voted to approve the Adjournment Proposal with 2,263,373 votes 'FOR', 1,179,408 'AGAINST', and 46,151 'ABSTAIN'.
- The meeting was adjourned to permit further solicitation of proxies for the proposed merger/share exchange agreement with Delta Corp Holdings Limited.
- The Board anticipates setting a new date for the special meeting that is more than 60 days after March 28, 2024.
Coffee Holding Co., Inc. adjourned its Special Meeting of Stockholders to April 1, 2024, following a vote to allow for further solicitation of proxies regarding a proposed business combination and merger.
🚩 Red Flags
- Adjournment of a merger vote suggests the company has not yet secured sufficient votes to complete its business combination.
- The need for 'further solicitation' indicates potential shareholder opposition or lack of engagement from key stakeholders required for deal closure.
📋 Key Facts
- The Special Meeting was held on March 28, 2024, to vote on a definitive merger and share exchange agreement dated September 29, 2022.
- A quorum was established with 3,436,258 shares present (approx. 60.2% of voting power).
- Stockholders approved the Adjournment Proposal to allow for further proxy solicitation.
- The meeting is adjourned until April 1, 2024, at 12:00 p.m. ET.
Coffee Holding Co., Inc. announced that the SEC has declared its Form F-4 registration statement effective regarding a proposed business combination with Delta Corp Holdings Limited. A special meeting is scheduled for March 28, 2024, to vote on the merger and share exchange agreement.
🚩 Red Flags
- The filing notes risks regarding the ability to maintain Nasdaq listing for Pubco ordinary shares following the transaction.
- Potential disruption of current operations due to the consummation of the merger.
📋 Key Facts
- SEC declared the Form F-4 registration statement effective on March 6, 2024.
- A special meeting of stockholders is scheduled for March 28, 2024, at 12:00 p.m. ET.
- The purpose of the meeting is to vote on the proposed business combination with Delta Corp Holdings Limited (Pubco).
- The transaction involves a merger and share exchange agreement originally dated September 29, 2022.
Coffee Holding Co., Inc. (JVA) has entered into a Second Amendment to its existing Merger and Share Exchange Agreement. The amendment primarily serves to extend the 'Outside Date' for the proposed business combination from December 31, 2023, to April 1, 2024.
🚩 Red Flags
- Repeated extensions to a merger agreement (this is the second amendment) suggest delays in closing or meeting regulatory/shareholder requirements.
📋 Key Facts
- The Second Amendment was entered into on January 4, 2024.
- The amendment extends the transaction's Outside Date from December 31, 2023, to April 1, 2024.
- The original Merger Agreement was dated September 29, 2022.
- A First Amendment had previously been executed on June 29, 2023.