What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-01-28 compared with 2025-01-31 · 89 added, 58 removed, 401 unchanged (27% of the section changed)

6 unchanged sentences

price of our common stock could decline due to any of these identified or other risks, and you could lose all of your investment.

affecting our Company

Related to our Company

our business is highly dependent upon a single commodity, coffee, any decrease in demand for coffee could materially adversely affect

8 unchanged sentences

economic conditions;

● demographic

type, number and location of competing products.

1 unchanged sentence

offerings and could materially adversely affect our revenues and operating results.

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

global conditions, including tariffs and 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

global basis as a result of tax reform.

tariffs, 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.

2 unchanged sentences

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.

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

7 unchanged sentences

into distribution and other strategic arrangements with third party retailers;

growth in administrative overhead and distribution costs likely to result from the planned expansion of our distribution channels.

growth in administrative overhead and distribution costs likely to result from the planned

expansion of our distribution channels.

sales and profitability may be adversely affected if we fail to successfully expand the geographic distribution of our branded and private

33 unchanged sentences

adversely affect our revenues and profitability, including:

acquisitions, licensing arrangements or other strategic alliances may divert our management’s attention from our existing operations;

may not be able to successfully integrate any acquired coffee companies or new coffee brands into our existing business;

may not be able to manage the contingent risks associated with the past operations of, and other unanticipated problems arising in,

any acquired coffee company;

may not be able to control unanticipated costs associated with such acquisitions, licensing arrangements or strategic alliances.

acquisitions, licensing arrangements or other strategic alliances may divert our management’s

attention from our existing operations;

may not be able to successfully integrate any acquired coffee companies or new coffee brands

into our existing business;

may not be able to manage the contingent risks associated with the past operations of, and

other unanticipated problems arising in, any acquired coffee company;

may not be able to control unanticipated costs associated with such acquisitions, licensing

arrangements or strategic alliances.

addition, any such acquisitions, licensing arrangements or strategic alliances may result in:

● potentially

dilutive issuances of our equity securities;

1 unchanged sentence

● restructuring

recognition of significant charges for depreciation and amortization related to intangible assets.

recognition of significant charges for depreciation and amortization related to intangible

has been our practice in the past, we will continuously evaluate any such acquisitions, licensing opportunities or strategic alliances

26 unchanged sentences

including strategic investments or alliances entail numerous risks, which may include:

in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses;

● difficulties

in integrating acquired operations or products, including the loss of key employees from,

or customers of, acquired businesses;

of management’s attention from our existing businesses;

effects on existing business relationships with suppliers and customers;

impacts of margin and product cost structures different from those of our current mix of business;

of entering distribution channels, categories or markets in which we have limited or no prior experience.

impacts of margin and product cost structures different from those of our current mix of

of entering distribution channels, categories or markets in which we have limited or no prior

failure to successfully complete the integration of any acquired business, and any adverse consequences associated with our acquisition

1 unchanged sentence

loss of any of our key customers, could negatively affect our revenues and decrease our earnings.

had one customer that accounted for greater than 10% of our net sales during our 2024 fiscal year.

We generally do not enter long-term

contracts with most of our customers.

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 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.

had one customer that accounted for greater than 10% of our net sales during each of the 2025 and 2024 fiscal years, and such customer

was the same in both periods.

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

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 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.

18 unchanged sentences

to the holders of our securities, including the following:

portion of our cash flow from operations will be needed to pay debt service and will not be available to fund future operations;

portion of our cash flow from operations will be needed to pay debt service and will not

be available to fund future operations;

increased vulnerability to adverse general economic and coffee industry conditions;

may be vulnerable to higher interest rates because interest expense on borrowings under our revolving line of credit is based on

variable rates;

may be vulnerable to higher interest rates because interest expense on borrowings under our

revolving line of credit is based on variable rates;

may be subject to covenants that could restrict our operations.

55 unchanged sentences

increase in shipping costs could lower our profit margins or force us to raise prices, which could cause our revenue and profits to suffer.

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

there was a significant interruption in the operation of our Colorado or New York 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.

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

Our operations

depend on 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.

are dependent on the continued operations of our Colorado and New York coffee roasting and distribution facilities.

Our operations depend

on 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

68 unchanged sentences

patterns in coffee-producing countries;

and political conditions affecting coffee-producing countries, including acts of terrorism in such countries;

and political conditions affecting coffee-producing countries, including acts of terrorism

in such countries;

currency fluctuations;

● disruptions

in our supply chain;

regulations and restrictions between coffee-producing countries and the United States.

regulations and restrictions (like tariffs) between coffee-producing countries and the United

the cost of wholesale green coffee increases due to any of these factors, our margins could decrease and our profitability could suffer

8 unchanged sentences

may still be materially and adversely affected by time delays in the implementation of price increases.

over global tariffs, or the financial impact of tariffs, may negatively affect our results.

business is impacted by international or cross-border trade, including the import and export of products and goods into and out of the

United States and trade tensions among nations.

For example, U.S.

domestic and global tariff frameworks have increased our costs of producing

goods and resulted in additional risks to our supply chain.

More tariff changes are also possible.

We have developed strategies to mitigate,

in part, previously implemented and, in some cases, proposed tariff increases, but there is no assurance we will be able to continue

to mitigate the materially adverse impact of tariff increases on our financial and operating results.

Further, uncertainties about future

tariff changes could result in mitigation actions undertaken by us that could prove to be detrimental to our business and our relationships

with our customers and suppliers.

The scope of the tariffs and the rates at which they are implemented may continue to fluctuate and

change in an unpredictable manner that further complicates our ability to implement mitigation actions.

in the supply of green coffee could result in a deterioration of our relationship with our customers, decreased revenues or could impair

28 unchanged sentences

our products to our customers.

Accordingly, such supply shortages and delivery limitations could have and material adverse effect on

our business, financial condition, results of operations, and cash flows.

Accordingly, such supply shortages and delivery limitations could have a material adverse effect on our

business, financial condition, results of operations, and cash flows.

increases in compensation, wage pressure, and other expenses for our employees and the employees of our suppliers, may adversely affect

38 unchanged sentences

coffee, we face exposure to other commodity cost fluctuations, which could impair our profitability.

addition to the increase in coffee costs discussed in the risk factor above, we are exposed to cost fluctuation in other commodities,

including, in particular, steel, natural gas and gasoline.

In addition, an increase in the cost of fuel could indirectly lead to higher

electricity costs, transportation costs and other commodity costs.

Much like coffee costs, the costs of these commodities depend on various

factors beyond our control, including economic and political conditions, foreign currency fluctuations, and global weather patterns.

To the extent we are unable to pass along such costs to our customers through price increases, our margins and profitability will decrease.

addition to the increase in coffee costs, we are exposed to cost fluctuation in other commodities, including, in particular, steel, natural

gas and gasoline.

In addition, an increase in the cost of fuel could indirectly lead to higher electricity costs, transportation costs

and other commodity costs.

Much like coffee costs, the costs of these commodities depend on various factors beyond our control, including

economic and political conditions, foreign currency fluctuations, and global weather patterns.

To the extent we are unable to pass along

such costs to our customers through price increases, our margins and profitability will decrease.

public or medical opinion about caffeine may harm our business.

13 unchanged sentences

These fluctuations could be caused by a number of factors including:

● fluctuations

in purchase prices and supply of green coffee;

● fluctuations

in the selling prices of our products;

level of marketing and pricing competition from existing or new competitors in the coffee industry;

level of marketing and pricing competition from existing or new competitors in the coffee

success of our hedging strategy;

10 unchanged sentences

As a result, the Gordon family is able to influence the actions that require stockholder approval, including:

election of a majority of our directors;

election of our directors;

amendment of our charter documents;

approval of mergers, sales of assets or other corporate transactions or matters submitted for stockholder approval.

approval of mergers, sales of assets or other corporate transactions or matters submitted

for stockholder approval.

a result, our other stockholders may have reduced influence over matters submitted for stockholder approval.

23 unchanged sentences

that directors may only be removed upon a vote of at least eighty percent of the shares outstanding;

advance notice requirements for nominating directors and proposing matters to be voted on by stockholders at stockholder meetings;

advance notice requirements for nominating directors and proposing matters to be voted on

by stockholders at stockholder meetings;

the right of our stockholders to call a special meeting of stockholders;

our board of directors to issue preferred stock and to determine the rights and preferences of those shares, which would be senior

to our common stock, without prior stockholder approval;

amendments to our articles of incorporation to be approved by the holders of at least eighty percent of our outstanding shares of

common stock;

classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership

of a majority of our board of directors;

a prohibition on stockholder action by written consent, thereby only permitting stockholder action to be taken at an annual or special

meeting of our stockholders.

our board of directors to issue preferred stock and to determine the rights and preferences

of those shares, which would be senior to our common stock, without prior stockholder approval;

amendments to our articles of incorporation to be approved by the holders of at least eighty

percent of our outstanding shares of common stock;

classified board of directors with three-year staggered terms, which may delay the ability

of stockholders to change the membership of a majority of our board of directors;

a prohibition on stockholder action by written consent, thereby only permitting stockholder

action to be taken at an annual or special meeting of our stockholders.

are also subject to certain anti-takeover provisions under Nevada law.

7 unchanged sentences

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