What changed in this filing

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Item 1. Business

2026-01-28 compared with 2025-01-31 · 115 added, 95 removed, 282 unchanged (43% of the section changed)

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.

and Operations.

We are an integrated wholesale coffee roaster and dealer located in the United States.

Our core products can

be divided into three categories:

Our core products can be divided

into three categories:

Green Coffee:

unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;

unroasted raw beans imported from around the world and sold to large and

small roasters and coffee shop operators;

Label Coffee:

coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets

that want to have their own brand name on coffee to compete with national brands;

coffee roasted and blended to our own specifications and packaged and sold under our eight proprietary and licensed

brand names in different segments of the market.

coffee roasted, blended, packaged and sold under the specifications and

names of others, including supermarkets that want to have their own brand name on coffee

to compete with national brands;

coffee roasted and blended to our own specifications and packaged and sold under

our eight proprietary and licensed brand names in different segments of the market.

private label and branded coffee products are sold throughout the United States and certain countries in Asia to supermarkets, wholesalers,

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United States marketplace.

October 7, 2025, the Company announced its plan to close its Comfort Foods manufacturing facility located in North Andover, Massachusetts

(the “Comfort Foods facility”).

The closure of the Comfort Foods facility was completed by the end of October 2025.

originally acquired the Comfort Foods business in 2017, which included the related Harmony Bay brand and the operations conducted at

this facility.

decision to cease operations was based on the continued decline in sales of certain regional brands and the shift by major retailers

toward national branded products, which reduced the profitability of the Comfort Foods facility.

In connection with this closure, production

activities previously performed at the Comfort Foods facility will be transitioned to the Company’s Second Empire, LLC (“Second

Empire”) facility located in Port Chester, New York.

The Company expects that consolidating manufacturing operations into a single

East Coast production hub will enhance operational efficiency and reduce duplicative overhead costs.

September 29, 2022, the Company entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among

the Company, 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.

Upon the terms and subject to the conditions

set forth in the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving as a direct, wholly-owned

subsidiary of Pubco (the “Merger”).

As a result of the Merger, each issued and outstanding share of the Company’s common

stock, $0.001 par value per share, would be cancelled and converted for the right of the holder thereof to receive one ordinary share,

par value $0.0001 of Pubco.

There was a shareholder vote in April 2024 on the Merger Agreement that did not pass.

On June 21, 2024, the

Company terminated the Merger Agreement.

No early termination penalties were payable by the Company upon termination of the Merger Agreement.

November 11, 2024, the Company purchased all of the assets of Empire Coffee Company (“Empire Coffee”) for $800,000 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.

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.

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

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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.

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.

December 2025, the Company invested $850,000 in The Ryl Company LLC pursuant to a subscription agreement in exchange for a non-controlling

minority interest.

The investment is passive in nature, and the Company does not participate in management or operations of The Ryl Company

Competitive Strengths

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to Profitably Grow Through Varying Cycles of the Coffee Market.

We believe that we are one of the few coffee companies to offer

a broad array of branded and private label roasted ground coffees and wholesale green coffee across the spectrum of consumer tastes,

preferences and price points.

While many of our competitors engage in distinct segments of the coffee business, we sell products in each

of the following areas:

We believe that we are one of the few coffee companies to offer a

broad array of branded and private label roasted ground coffees and wholesale green coffee across the spectrum of consumer tastes, preferences

and price points.

While many of our competitors engage in distinct segments of the coffee business, we sell products in each of the following

branded coffee;

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Has Extensive Experience in the Coffee Industry.

Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer

and Treasurer, and David Gordon, our Executive Vice President – Operations, have worked with Coffee Holding for 43 and 45 years,

respectively.

Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and

Treasurer, and David Gordon, our Executive Vice President – Operations, have worked with Coffee Holding for 44 and 46 years, respectively.

During this period, the Company has successfully navigated varying cycles in both the coffee industry and macro economy.

David Gordon is an original member of the Specialty Coffee Association of America.

We believe that our employees and management are dedicated

to our vision and mission, which is to produce high quality products, as well as to provide quality and responsive service to our customers.

is an original member of the Specialty Coffee Association of America.

We believe that our employees and management are dedicated to our

vision and mission, which is to produce high quality products, as well as to provide quality and responsive service to our customers.

Growth Strategy

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Our Cafe Caribe and Cafe Supremo Products.

We believe the Latin population in the United States is the fastest growing and now

represents the largest minority demographic in the United States.

We believe there is significant opportunity for our Café Caribe

and Café Supremo brands to gain market share among Latin consumers in the United States.

Café Caribe, which has historically

been our leading brand by poundage, is a specialty espresso coffee that targets espresso coffee drinkers and, in particular, Latin consumers.

Café Supremo is a specialty espresso coffee which is priced for the more price sensitive Latin espresso coffee drinker.

We believe the Latin population in the United States is the fastest growing and now represents

the largest minority demographic in the United States.

We believe there is significant opportunity for our Café Caribe and Café

Supremo brands to gain market share among Latin consumers in the United States.

Café Caribe, which has historically been our leading

brand by poundage, is a specialty espresso coffee that targets espresso coffee drinkers and, in particular, Latin consumers.

Supremo is a specialty espresso coffee which is priced for the more price sensitive Latin espresso coffee drinker.

Market Penetration of Our Niche Products.

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Green Coffee:

unroasted raw beans imported from around the world and sold to large, medium and small roasters and coffee

shop operators;

unroasted raw beans imported from around the world and sold to large, medium

and small roasters and coffee shop operators;

Label Coffee:

coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets

that want to have their own brand name on coffee to compete with national brands;

coffee roasted and blended to our own specifications and packaged and sold under our eight proprietary and licensed

brand names in different segments of the market.

coffee roasted, blended, packaged and sold under the specifications and

names of others, including supermarkets that want to have their own brand name on coffee

to compete with national brands;

coffee roasted and blended to our own specifications and packaged and sold under

our eight proprietary and licensed brand names in different segments of the market.

Green Coffee.

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We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta,

Colorado, and North Andover, Massachusetts.

We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and

individually-owned stores throughout the United States.

We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and individually-owned stores throughout

the United States.

hold trademarks for each of our proprietary name brands and have the exclusive right to use the S&W, IL CLASSICO brand names in the

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Supremo , a specialty espresso that targets espresso drinkers of all backgrounds and tastes.

It is designed to introduce coffee

drinkers to the tastes of dark roasted coffee;

It is designed to introduce coffee drinkers

to the tastes of dark roasted coffee;

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

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

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

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

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31, 2025, and 2024 was $3.92 and $2.46 per pound, respectively.

Specialty green coffee, unlike most coffee, is not tied directly to

the commodities cash markets.

Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing,

depending on the origin, supply and demand at the time of purchase.

Specialty green coffee, unlike most coffee, is not tied directly to the

commodities cash markets.

Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing, depending

on the origin, supply and demand at the time of purchase.

We are a licensed Fair Trade dealer for Fair Trade certified coffee.

Fair Trade certified coffee helps small coffee farmers to increase their incomes and improve the prospects of their communities and families

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

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.

certified coffee helps small coffee farmers to increase their incomes and improve the prospects of their communities and families by

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

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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supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.

and price can be affected by factors such as weather, politics, currency fluctuations and economics within the countries that export

Increases in the cost of coffee beans can, to a certain extent, be passed on to our customers in the form of higher prices for

coffee beans and processed coffee.

and price can be affected by factors such as weather, politics, tariffs, currency fluctuations and economics within the countries that

export coffee.

Increases in the cost of coffee beans can, to a certain extent, be passed on to our customers in the form of higher prices

for coffee beans and processed coffee.

Drastic or prolonged increases in coffee prices may also adversely impact our business as it could

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including niche specialty blends, private label “value” blends and tea and our own brands, filter packages and peripheral

are also a supporter of several coffee-oriented charitable organizations and during fiscal years 2024 and 2023, we donated approximately

$55,000 and $24,000, respectively, to charities.

over 20 years, we have been members of Coffee Kids, an international non-profit organization that helps to improve the quality of

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

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

Fair Trade certified coffee helps small coffee farmers to increase

their incomes and improve the prospects of their communities and families.

It guarantees farmers a minimum price of $1.40 per pound

or fifteen cents above the current market price.

coffee market is highly competitive.

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There are many green coffee dealers throughout the United States.

Many of these dealers have greater financial

resources than we do.

However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee

roasters with developing and growing their businesses.

Our over 40 years of experience as a roaster and a dealer of green coffee allows

us to provide our roasting experience as a value added service to our gourmet roaster customers.

While other coffee merchants may be

able to offer lower prices for coffee beans, we market ourselves as a value-added supplier to small roasters, with the ability to help

them market their specialty coffee products and develop a customer base.

The assistance we provide our customers includes training, coffee

blending and market identification.

Because specialty green coffee beans are sold unroasted to small coffee shops and roasters that market

their products to local gourmet customers, we do not believe that our specialty green coffee customers compete with our private label

or branded coffee lines of business.

We believe that the addition of Organic Products Trading Company, LLC (“OPTCO”), Sonofresco,

CFI as well as our external green coffee salespeople allows us to compete more effectively throughout the country and Canada.

Many of these dealers have greater financial resources

However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee roasters

with developing and growing their businesses.

Our over 40 years of experience as a roaster and a dealer of green coffee allows us to

provide our roasting experience as a value added service to our gourmet roaster customers.

While other coffee merchants may be able to

offer lower prices for coffee beans, we market ourselves as a value-added supplier to small roasters, with the ability to help them market

their specialty coffee products and develop a customer base.

The assistance we provide our customers includes training, coffee blending

and market identification.

Because specialty green coffee beans are sold unroasted to small coffee shops and roasters that market their

products to local gourmet customers, we do not believe that our specialty green coffee customers compete with our private label or branded

coffee lines of business.

We believe that the addition of Organic Products Trading Company, LLC (“OPTCO”), Sonofresco, CFI

as well as our external green coffee salespeople allows us to compete more effectively throughout the country and Canada.

Label Competition.

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ensuring that the coffee produced for each label maintains a consistent taste and is delivered on time and in the proper quantities.

Our proprietary brand coffees compete with many other brands that are sold in supermarkets and specialty stores,

primarily in the Northeastern United States.

The branded coffee market in both the Northeast and elsewhere is dominated by two large

Our proprietary brand coffees compete with many other brands that are sold in supermarkets and specialty stores, primarily

in the Northeastern United States.

The branded coffee market in both the Northeast and elsewhere is dominated by two large companies:

Kraft Foods, Inc.

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(owner of the Folgers and Café Bustelo brands).

Our large competitors have greater access to capital and a greater ability to conduct marketing and promotions.

We believe that, while

our competitors’ brands may be more nationally recognizable, our Café Caribe and Café Supremo brands are competitive

large competitors have greater access to capital and a greater ability to conduct marketing and promotions.

We believe that, while our

competitors’ brands may be more nationally recognizable, our Café Caribe and Café Supremo brands are competitive

in the fast-growing Latin demographic, our Harmony Bay has a strong regional presence in the northeast and our S&W brand has been

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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