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Item 1A. Risk Factors

2023-03-29 compared with 2022-01-31 · 98 added, 30 removed, 490 unchanged (21% of the section changed)

49 unchanged sentences

entitled “Risk Factors.”

global economic conditions and adverse developments with respect to financial institutions and associated liquidity risk could adversely

affect our business, financial condition and stock price.

global credit and financial markets are currently, and have from time to time experienced extreme volatility and disruptions, including

severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines

in economic growth, increases in unemployment rates and uncertainty about economic stability.

The financial markets and the global economy

may also be adversely affected by the current or anticipated impact of military conflict, including the ongoing conflict between Russia

and Ukraine, terrorism or other geopolitical events.

Sanctions imposed by the United States and other countries in response to such conflicts,

including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures

by the affected countries or others could exacerbate market and economic instability.

More recently, the closures of Silicon Valley Bank,

or SVB, and Signature Bank and their placement into receivership with the Federal Deposit Insurance Corporation, or FDIC created bank-specific

and broader financial institution liquidity risk and concerns.

Although the Department of the Treasury, the Federal Reserve, and the

FDIC jointly released a statement that depositors at SVB and Signature Bank would have access to their funds, even those in excess of

the standard FDIC insurance limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions

or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term

working capital needs, and create additional market and economic uncertainty.

There can be no assurance that future credit and financial

market instability and a deterioration in confidence in economic conditions will not occur.

Our general business strategy may be adversely

affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market

If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may

cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect

to financial and operating covenants and more dilutive.

Failure to secure any necessary financing in a timely manner and on favorable

terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay

or abandon clinical development plans.

In addition, there is a risk that one or more of our current service providers, financial institutions,

manufacturers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain

our operating goals on schedule and on budget.

global conditions, including economic uncertainty, may negatively impact our financial results.

conditions, dislocations in the financial markets, any negative financial impacts affecting United States corporations operating on a

global basis as a result of tax reform or changes to existing trade agreements or tax conventions, or inflation, could adversely impact

our business in a number of ways, including longer sales cycles, lower prices for our products, reduced licensing renewals, customer

disruption or foreign currency fluctuations.

addition, the global macroeconomic environment could be negatively affected by, among other things, the COVID-19 pandemic or other epidemics,

instability in global economic markets, increased U.S.

trade tariffs and trade disputes with other countries, instability in the global

credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom

from the European Union, the Russian invasion of Ukraine and the resulting prolonged conflict and other political tensions, and foreign

governmental debt concerns.

Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and

in global financial markets.

we are unable to geographically expand our branded and private label products, our growth will be impeded which could result in reduced

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We generally do not enter long-term contracts with most of our customers.

but we do enter into one and two year agreements with most our key customers on our private label business.

Accordingly, some of our

customers can stop purchasing our products at any time without penalty and are free to purchase products from our competitors.

of, or reduction in sales to any of our other customers to which we sell a significant amount of our products or any material adverse

change in the financial condition of such customers would negatively affect our revenues and decrease our earnings.

Accordingly, some of our customers can stop purchasing our products at any time without penalty and are free to purchase products from

our competitors.

The loss of, or reduction in sales to any of our other customers to which we sell a significant amount of our products

or any material adverse change in the financial condition of such customers would negatively affect our revenues and decrease our earnings.

we lose our key personnel, including Andrew Gordon and David Gordon, our revenues and profitability could suffer.

96 unchanged sentences

raise prices, which could cause our revenue and profits to suffer.

there was a significant interruption in the operation of our Colorado, Ohio or Massachusetts facilities, we may not have the capacity

to service all of our customers and we may not be able to service our customers in a timely manner, thereby reducing our revenues and

We are dependent on the continued operations of our Colorado, Ohio and Massachusetts coffee roasting and distribution

Our ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage

from fire, natural disaster, power loss, telecommunications failure or similar events.

In addition, growth of our customer base may strain

or exceed the capacity of our systems and lead to degradations in performance or systems failure.

Although we continually review and

consider upgrades to our order fulfillment infrastructure and provide for system redundancies to limit the likelihood of systems overload

or failure, substantial damage to our systems or a systems failure that causes interruptions for a number of days could adversely affect

our business.

Additionally, if we are unsuccessful in updating and expanding our order fulfillment infrastructure, our ability to grow

may be constrained.

As a result, our revenues and earnings could be materially adversely affected.

there was a significant interruption in the operation of our Colorado or Massachusetts facilities, we may not have the capacity to service

all of our customers and we may not be able to service our customers in a timely manner, thereby reducing our revenues and earnings.

We are dependent on the continued operations of our Colorado and Massachusetts coffee roasting and distribution facilities.

Our ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire,

natural disaster, power loss, telecommunications failure or similar events.

In addition, growth of our customer base may strain or exceed

the capacity of our systems and lead to degradations in performance or systems failure.

Although we continually review and consider upgrades

to our order fulfillment infrastructure and provide for system redundancies to limit the likelihood of systems overload or failure, substantial

damage to our systems or a systems failure that causes interruptions for a number of days could adversely affect our business.

Additionally,

if we are unsuccessful in updating and expanding our order fulfillment infrastructure, our ability to grow may be constrained.

our revenues and earnings could be materially adversely affected.

may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may

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misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

the year ended October 31, 2021, we identified inappropriate system access controls over the financial reporting system and we determined

that we lacked adequate controls with respect to identifying and accounting for material contracts.

internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate

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a negative impact on our stock price.

During the years ended October 31, 2020, 2021 and 2022, we identified material weaknesses in our

financial reporting, as set forth in Item 9A.

Controls and Procedures.

As of the date of this Annual Report, these material weaknesses

have not been remediated.

failure of our suppliers or customers to adhere to the quality standards that we set for our products could lead to investigations, litigation,

184 unchanged sentences

volume of our common stock has been volatile over the past year and it may continue to be volatile.

Over the past year, our common stock

has traded as low as $3.60 and as high as $6.48 per share.

We cannot predict the price at which our common stock will trade in the future

and it may decline.

The price at which our common stock trades may fluctuate significantly and may be influenced by many factors, including

our financial results, developments generally affecting the coffee industry, general economic, industry and market conditions, the depth

and liquidity of the market for our common stock, fluctuations in coffee prices, investor perceptions of our business, reports by industry

analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact of other

“Risk Factors” discussed in this Annual Report.

Over the past fiscal year, our common

stock has traded as low as $2.14 and as high as $5.35 per share.

We cannot predict the price at which our common stock will trade in

the future and it may decline.

The price at which our common stock trades may fluctuate significantly and may be influenced by many factors,

including our financial results, developments generally affecting the coffee industry, general economic, industry and market conditions,

the depth and liquidity of the market for our common stock, fluctuations in coffee prices, investor perceptions of our business, reports

by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact

of other “Risk Factors” discussed in this Annual Report.

in our articles of incorporation, bylaws and of Nevada law have anti-takeover effects that could prevent a change in control that could

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beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.

Related to the Merger

of the Merger is subject to a number of conditions and if these conditions are not satisfied or waived, such transactions will not be

obligation and the obligation of Delta to complete the Merger are subject to satisfaction or waiver of a number of conditions, including,

among others:

of the Merger by our stockholders;

of injunctions or certain legal impediments;

approval for the listing on NASDAQ of Pubco’s ordinary shares to be issued in the Merger;

of the representations and warranties of each of the parties, subject to certain materiality thresholds.

can be no assurance that the conditions to closing set forth in the Merger Agreement will be satisfied or waived or that the Merger itself

will be completed.

to complete the Merger could negatively impact our stock price, future business or operations.

the Merger is not completed, JVA and Delta may be subject to a number of material risks, including the following:

may be required under certain circumstances to pay Delta a termination fee;

price of our common stock may decline to the extent that the relevant current market price reflects a market assumption that the

Merger will be completed;

related to the Merger, such as legal, accounting, certain financial advisory and financial printing fees, must be paid even if the

Merger is not completed.

if the Merger is terminated and either company’s board of directors determines to seek another merger or business combination,

there can be no assurance that it will be able to find a partner on terms as attractive as those provided for in the Merger Agreement.

In addition, while the Merger Agreement is in effect and subject to very narrowly defined exceptions, we are prohibited from soliciting,

initiating or encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination,

other than with Delta.

STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors