What changed in this filing

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Item 1. Business

2025-01-31 compared with 2024-02-09 · 78 added, 190 removed, 299 unchanged (47% of the section changed)

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We believe that our long history has enabled us to develop a loyal customer base.

were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).

On April 16, 1998, Transpacific completed a merger with Coffee Holding Co., Inc., a New York corporation.

Upon the consummation of the

merger, Coffee Holding Co., Inc.

was merged into Transpacific and Transpacific changed its name to Coffee Holding Co., Inc.

June 2016, we acquired substantially all of the assets of Coffee Kinetics LLC (doing business as Sonofresco) through our wholly-owned

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United States marketplace.

April 24, 2018, pursuant to an Asset Purchase Agreement, by and among Generations Coffee Company, LLC (“GCC”) the entity

formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc.

and Steep & Brew, Inc.

(“the Seller”)

a Wisconsin corporation and the stockholder of the Seller.

GCC purchased substantially all the assets, including equipment, inventory,

customer lists and relationships of the Seller.

As of the fiscal period ended January 31, 2022, the parties to the joint venture have

agreed not continue with this joint venture.

October 15, 2020, we entered into a Contribution and Equity Purchase Agreement (the “Jordre Well Agreement”) to become a

49% owner in The Jordre Well, LLC (“The Jordre Well”), a cannabidiol (“CBD”) beverage company.

Under the terms

of the Jordre Well Agreement, The Jordre Well was to assist us in the development and commercialization of CBD-infused line extensions

for non-coffee CBD-infused beverages and products.

However, after further analysis by management, we will no longer pursue this line

were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp (“Transpacific”).

On April 16, 1998, Transpacific completed a merger with Coffee Holding Co., Inc., a New York corporation.

Upon the consummation of the

merger, Coffee Holding Co., Inc.

was merged into Transpacific and Transpacific changed its name to Coffee Holding Co., Inc.

corporate offices are located at 3475 Victory Boulevard, Staten Island, New York 10314.

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website address is www.coffeeholding.com.

On our website, investors can obtain, free of charge, a copy of our Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Code of Conduct and Business Ethics, including disclosure related to

any amendments or waivers thereto, other reports and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of

the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it

to, the Securities and Exchange Commission, or the SEC.

None of the information posted on our website is incorporated by reference into

this Annual Report.

The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements

and other information regarding us and other companies that file materials with the SEC electronically

references in this report to “JVA,” the “Company,” “we,” “us,” or “our” mean

Coffee Holding Co., Inc.

On our website, investors can obtain, free of charge, a copy of our Annual Reports on Form

10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Code of Conduct and Business Ethics, including disclosure related

to any amendments or waivers thereto, other reports and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d)

of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with,

or furnish it to, the Securities and Exchange Commission, or the SEC.

None of the information posted on our website is incorporated by

reference into this Annual Report.

The SEC also maintains a website at https://www.sec.gov that contains reports, proxy and information

statements and other information regarding us and other companies that file materials with the SEC electronically.

references in this Annual Report to “JVA,” the “Company,” “Coffee Holding,” “we,” “us,”

or “our” mean Coffee Holding Co., Inc.

and its subsidiaries unless stated otherwise or the context otherwise indicates.

September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (“JVA”), entered into a Merger and Share Exchange Agreement

(the “Merger Agreement”), by and among JVA, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”),

Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation

and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein

(the “Sellers”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with

and into JVA, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”).

On June 29, 2023, JVA, Pubco,

Delta, Merger Sub and the Sellers entered into Amendment 1 to the Merger Agreement (the “First Amendment”).

On January 4,

2024, JVA, Pubco, Delta, Merger Sub and the Sellers entered into Amendment 2 to the Merger Agreement (the “Second Amendment”).

a result of the Merger, each issued and outstanding share of JVA common stock, $0.001 par value per share (the “JVA Common Stock”),

will be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco (the “Pubco

Ordinary Shares”).

a condition to the Merger, Pubco shall also acquire all of the issued and outstanding Delta securities from the Sellers in exchange for

Pubco Ordinary Shares (the “Exchange” and, collectively with the Merger and the other transactions contemplated by the Merger

Agreement, the “Transactions”).

As a result of the Transactions, JVA and Delta will each become direct, wholly-owned subsidiaries

of Pubco, with JVA stockholders receiving approximately $31.5 million (or 4.79%) worth of Pubco Ordinary Shares (the “Merger Consideration”)

and Delta stockholders receiving approximately $625 million (or 95.21%) worth of Pubco Ordinary Shares (the “Exchange Consideration”

and collectively with the Merger Consideration, the “Business Combination Consideration”), subject to certain adjustments,

at an implied diluted value per share of $5.50.

The Business Combination Consideration may be adjusted if Delta closes certain acquisitions

prior to the closing of the Transactions.

The Merger Agreement also includes an earn-out to existing stockholders of Delta, consisting

of $50 million of additional Pubco Ordinary Shares, which will be released to Delta stockholders if and when Delta achieves $70 million

or greater of net income for fiscal year ending 2023.

the effective time of the Merger (the “Merger Effective Time”), each award of options to purchase JVA Common Stock (each,

a “JVA Stock Option”) that is outstanding, whether vested or unvested, will be cancelled and substituted with option(s) to

purchase Pubco Ordinary Shares to be granted under the Pubco equity plan (the “Substituted Options”).

The Substituted Options

will represent the right to purchase that number of shares of Pubco Ordinary Shares equal to the number of shares of JVA Common Stock

underlying such JVA Stock Option immediately prior to the Merger Effective Time with a per-share exercise price of such Substituted Option

equal to the exercise price per JVA Common Stock subject to such JVA Stock Option immediately prior to the Merger Effective Time.

to execution of the Merger Agreement, JVA’s board of directors (the “Board”) unanimously (i) determined that the terms

and provisions of the Merger Agreement and the transactions contemplated therein, including the Merger and Transactions, are fair, advisable

to and in the best interests of JVA and its stockholders, (ii) approved the Merger Agreement and related Transactions, (iii) directed

that the adoption of the Merger Agreement be submitted to a vote at a meeting of the stockholders of JVA, and (iv) resolved to recommend

that JVA’s stockholders adopt the Merger Agreement.

Pubco, Delta and the Sellers have made customary representations and warranties in the Merger Agreement and have agreed to customary

covenants regarding the operation of their respective businesses prior to the closing of the transactions contemplated thereby.

of the Merger is subject to customary closing conditions, including, without limitation, (i) approval of the Merger Agreement and the

transactions contemplated thereunder by a majority of JVA’s stockholders (the “JVA Stockholder Approval”), (ii) the

absence of any law or order that prevents or prohibits the consummation of the Transaction, (iii) obtaining all requisite governmental

authorizations, (iv) effectiveness of the Registration Statement of Pubco on Form F-4, and (v) approval of the listing of Pubco Ordinary

Shares on the Nasdaq Capital Market.

the date of the Merger Agreement until October 19, 2022 (the “Go-Shop Period”), JVA had the right to initiate, solicit, facilitate

and encourage any inquiry or the making of any proposals or offers that would constitute an acquisition proposal involving more than

fifteen percent (15%) of JVA’s assets or outstanding shares of common stock or in which the stockholders of JVA immediately preceding

the contemplated transaction would hold less than eighty-five percent (85%) of the voting equity interest of the surviving company (each

or any combination of the foregoing, a “Takeover Proposal”), including by way of providing access to non–public information

to any third party pursuant to a non-disclosure agreement.

Following the expiration of the Go-Shop Period, JVA ceased such activities

and be subject to customary “no-shop” restrictions on its ability to solicit a Takeover Proposal from third parties and to

provide non-public information to and engage in discussions with a third party in relation to a Takeover Proposal, except that JVA may

continue to engage in the aforementioned activities with third parties from whom JVA has received a Takeover Proposal that the Board

has determined constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) and has determined that the failure

to take such actions would be inconsistent with the Board’s fiduciary duties.

to obtaining JVA Stockholder Approval, the Board may change its recommendation that stockholders vote to adopt the Merger Agreement (a

“Change in Recommendation”) (i) in response to any material event or change in circumstances with respect to JVA that was

not actually known or reasonably foreseeable by JVA prior to the date of the Merger Agreement (an “Intervening Event”) that

the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to change

its recommendation in such circumstances would be reasonably likely to violate its fiduciary duties to the stockholders of JVA under

applicable law or (ii) if JVA has received a Takeover Proposal involving more than fifty percent (50%) of JVA’s assets or outstanding

shares of common stock or in which the stockholders of JVA immediately preceding the contemplated transaction would hold less than fifty

percent (50%) of the voting equity interest of the surviving company, that the Board determines in good faith (after consultation with

its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and, among other

things, if consummated, would be more favorable from a financial point of view to JVA’s stockholders than the Transactions (a “Superior

Proposal”) (in which case JVA may also terminate the Merger Agreement to enter into such Superior Proposal, subject to certain

conditions including payment of the JVA Termination Fee, as described below).

the Board may change its recommendation in connection with an Intervening Event or a Superior Proposal, or terminate the Merger Agreement

to accept a Superior Proposal, JVA must provide Delta prompt written notice of its decision to make a Change in Recommendation and for

at least five (5) business days after such notice, JVA will negotiate with Delta to enable Delta to revise the terms of the Merger Agreement

so that the Takeover Proposal no longer constitutes a Superior Proposal.

Each time modifications to any material term of such alternative

acquisition proposal determined to be a Superior Proposal are made, JVA must notify Pubco of such modification and such five (5) business

day period will recommence.

Merger Agreement may be terminated by each of Delta and of JVA under certain circumstances, including, among others by either Delta or

JVA if the Merger has not been consummated by April 1, 2024 (the “Outside Date”).

If the Merger Agreement is terminated under

certain circumstances, including, among others, as a result of breach by either JVA or Delta of their respective representations, warranties

or covenants in the Merger Agreement, whereby JVA or Delta, respectively, may be entitled to a termination fee in the amount of $750,000

plus disbursements of all documented, out-of-pocket expenses up to $250,000.

In addition, if JVA terminates the Merger Agreement to accept

a Takeover Proposal or the Board (i) adversely changes its recommendation to the stockholders of JVA regarding the adoption of the Merger

Agreement or (ii) supports the approval of any JVA Takeover Proposal, then Delta shall be entitled to a termination fee of $1.3 million

and plus a disbursement of reasonable expenses up to $2 million (the “JVA Termination Fee”).

equityholders of Delta and JVA will have certain customary registration rights with respect to the Pubco Ordinary Shares to be received

in the transaction pursuant to the terms of a registration rights agreement, dated September 29, 2022 (the “Registration Rights

September 29, 2022, concurrently with the entry into the Merger Agreement, Delta, Pubco and JVA entered into Voting and Support Agreements

(the “JVA Voting Agreement”) with Andrew Gordon, President and Chief Executive Officer of JVA, and David Gordon, Executive

Vice President and Chief Operating Officer of JVA, pursuant to which Messrs.

Gordon have agreed to vote in favor of adopting the Merger

Agreement and the related transactions as contemplated thereunder.

JVA Voting Agreements will terminate upon the earliest to occur of

(i) the mutual written consent of each of Delta, Pubco, JVA and Messrs.

Gordon, (ii) the Merger Effective Time, and (iii) the date of

termination of the Merger Agreement in accordance with its terms.

foregoing description of the Merger Agreement, the Registration Rights Agreement and JVA Voting Agreements does not purport to be complete

and is qualified in its entirety by reference to the full text of (i) the Merger Agreement, (ii) the Registration Rights Agreement, and

(iii) the form of Voting and Support Agreement, copies of which are filed as exhibits to this Annual Report on Form 10-K and incorporated

by reference herein.

November 11, 2024, the Company purchased all of the assets of Empire Coffee Company (“Empire Coffee”) for $825,000 in a Uniform

Commercial Code (“UCC”) Chapter 9 sale (the “Second Empire acquisition”).

The assets purchased consisted of accounts

receivable, inventory, equipment, the customer list and all intellectual property.

To facilitate the purchase, Coffee Holding created

a new wholly owned subsidiary named Second Empire, LLC (“Second Empire”).

Operations will be conducted by Second Empire.

The operations of Second Empire will

include roasting and packing for current Coffee Holding customers as well as customers of Empire Coffee.

connection with this transaction, the Company entered into a four-year lease with 21 Grace Church Street Realty LLC for the existing

property at 21 Grace Church Street, Port Chester, NY 10573 where Empire Coffee had its offices and production facility.

Competitive Strengths

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coffee roasting equipment.

branded and private label roasted ground coffees are sold at competitive and value price levels while some of our other branded and specialty

coffees are sold predominantly at premium price levels.

Premium price level coffee is high-quality gourmet coffee, such as AA Arabica

coffee, which sell at a substantial premium over traditional retail canned coffee, while competitive and value price level coffee is

mainstream or traditional canned coffee.

Because of this diversification, we believe that our profitability is not dependent on any one

area of the coffee industry and, therefore, is less sensitive than our competition to potential coffee commodity price and overall economic

branded and private label roasted ground coffees are sold at competitive and value price levels, while some of our other branded and

specialty coffees are sold predominantly at premium price levels.

Premium price level coffee is high-quality gourmet coffee, such as

AA Arabica coffee, which sell at a substantial premium over traditional retail canned coffee, while competitive and value price level

coffee is mainstream or traditional canned coffee.

Because of this diversification, we believe that our profitability is not dependent

on any one area of the coffee industry and, therefore, is less sensitive than our competition to potential coffee commodity price and

overall economic volatility.

Green Coffee Market Presence.

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Portfolio of Differentiated Branded Coffees.

We have amassed a portfolio of eight proprietary name brands sold to supermarkets,

We have amassed a portfolio of eight proprietary name brands that are sold to supermarkets,

wholesalers and individually owned stores in the United States, including brands for specialty espresso, Latin espresso, Italian espresso,

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with the production, manufacture and sale of roasted whole bean and ground coffee for distribution to retail customers.

portfolio of differentiated brands combined with our management expertise serve as a platform to add additional name brands through acquisition

or licensing agreements which target product niches and segments that do not compete with our existing brands.

portfolio of differentiated brands combined with our management expertise serve as a platform for us to add additional name brands through

acquisition or licensing agreements, which target product niches and segments that do not compete with our existing brands.

Has Extensive Experience in the Coffee Industry.

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believe that significant growth opportunities exist by selectively pursuing strategic acquisitions and alliances, increasing penetration

with existing customers by adding new products, and developing our Harmony Bay brand and increase the number of our wholesale green coffee

with existing customers by adding new products, developing our Harmony Bay brand and increasing the number of our wholesale green coffee

By capitalizing on this strategy, we hope to continue to grow our business with our commitment to quality and personalized

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We have expanded our operations by acquiring coffee companies, entering into strategic

alliances and acquiring or licensing brands, which complement our business objectives and we intend to continue to seek such opportunities.

alliances and acquiring or licensing brands, which complement our business objectives.

We intend to continue to seek such opportunities.

Our Cafe Caribe and Cafe Supremo Products.

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We believe that

we can increase sales of wholesale green coffee without an increase in infrastructure as well as without venturing into the highly competitive

we can increase sales of wholesale green coffee without an increase in infrastructure and without venturing into the highly competitive

retail specialty coffee environment.

We believe that by utilizing our current strategy we can be as profitable or more profitable than

our competitors in this segment by selling “one bag at a time” rather than “one cup at a time.”

We believe that by utilizing our current strategy we can be as profitable as, or more profitable

than, our competitors in this segment by selling “one bag at a time” rather than “one cup at a time.”

Label Coffee.

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Roma , an Italian espresso targeted at the more traditional espresso drinker;

Roasters , a line of high quality retail and foodservice products packed in composite cans and poly bags and single serve;

Roasters , a line of high-quality Arabica coffees packed in composite cans and poly bags and single serve;

Bay , an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique flavor

Femenino Coffee, coffee beans produced from around the world from 100% women-owned coffee cooperative.

also offer several niche products, including:

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by guaranteeing farmers a minimum price of ten cents above the current market price.

Our North Andover plant operated by our Comfort

Foods division, is certified organic by the Organic Crop Improvement Association (OCIA).

All of our specialty green coffees, as well

as all of the other coffees we import for roasting, are subject to multiple levels of quality control.

Our North Andover plant that is operated by our

Comfort Foods division is certified organic by the Organic Crop Improvement Association (OCIA).

All of our specialty green coffees, as

well as all of the other coffees we import for roasting, are subject to multiple levels of quality control.

purchase our green coffee from dealers located primarily within the United States.

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The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices.

We believe that, in normal economic times, our hedging policies remain a vital element of our business

model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to

grow our sales while trying to minimize margin compression during a time of high coffee prices.

However, no strategy can entirely

eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period

of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties in any one of our

physical contracts.

Although we have had net gains on options and futures contracts in the past,

we have incurred significant losses on options and futures contracts during some reporting periods.

In these cases, our cost of sales

has increased, resulting in a decrease in our profitability or increase our losses.

Such losses have and could in the future materially

increase our cost of sales and materially decrease our profitability and adversely affect our stock price.

See “Item 1A –

Risk Factors - If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater

than market value for green coffee and our profitability may be reduced.” Failure to properly design and implement an effective

hedging strategy may materially adversely affect our business and operating results.

If the hedges that we enter do not adequately offset

the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in

profitability or increased losses.

As previously announced, as a result of the volatile nature of the commodities markets, we have and

are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue

to use these practices in a limited capacity going forward.

See “Quantitative and Qualitative Disclosures About Market Risk—Commodity

Price Risks.”

We believe that, in normal economic times, our hedging policies remain a vital element of our business model not only in controlling

our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying to

minimize margin compression during a time of high coffee prices.

However, no strategy can entirely eliminate pricing risks and we generally

remain exposed to losses on futures contracts when prices decline significantly in a short period of time, and we would generally remain

exposed to supply risk in the event of non-performance by the counterparties in any one of our physical contracts.

Although we have had

net gains on options and futures contracts in the past, we have incurred significant losses on options and futures contracts during some

reporting periods.

In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase our losses.

Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability and adversely

affect our stock price.

See “Item 1A – Risk Factors - If our hedging policy is not effective, we may not be able to control

our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced.” Failure

to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results.

the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost

of sales may increase, resulting in a decrease in profitability or increased losses.

As previously announced, as a result of the volatile

nature of the commodities markets, we have and are continuing to scale back our use of hedging and short-term trading of coffee futures

and options contracts, and intend to continue to use these practices in a limited capacity going forward.

See “Quantitative and

Qualitative Disclosures About Market Risk—Commodity Price Risks.”

and Tradename

hold trademarks, registered with the United States Patent and Trademark Office, for all eight of our proprietary coffee brands and an

exclusive license for S&W, IL CLASSICO brands for sale in the United States.

Trademark registrations are subject to periodic renewal

and we anticipate maintaining our registrations.

We believe that our brands are recognizable in the marketplace and that brand recognition

is important to the success of our branded coffee business.

exclusive license for S&W brands for sale in the United States.

Trademark registrations are subject to periodic renewal and we anticipate

maintaining our registrations.

We believe that our brands are recognizable in the marketplace and that brand recognition is important

to the success of our branded coffee business.

sell our private label and our branded coffee to some of the largest retail and wholesale customers in the United States.

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sales brokers to market our products across the United States, in areas of the country where we have not had a high penetration of sales,

and in Canada.

We utilize our in-house sales personnel to market our private label brands.

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life of children and their families in coffee-growing communities in Mexico, Guatemala, Nicaragua and Costa Rica.

are members of Grounds for Health, an organization that educates, screens and arranges treatment for women who have cancer and live

in the rural coffee growing communities of Mexico.

are a licensed Fair Trade dealer of Fair Trade certified coffee.

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or fifteen cents above the current market price.

are the administrative benefactors to a non-profit organization called Cup for Education.

After discovering the lack of schools,

teachers and basic fundamental learning supplies in the poor coffee growing communities of Central and Latin America, “Cup”

was established by our employee, Karen Gordon, to help build schools, sponsor teachers and purchase basic supplies such as books,

chalk and other necessities for a proper education.

coffee market is highly competitive.

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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 1. Business