Current Report Filing (8-k)
October 16 2020 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 15, 2020
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-32491
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11-2238111
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3475
Victory Boulevard, Staten Island, New York
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10314
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (718) 832-0800
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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JVA
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
Item
3.02.
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Unregistered
Sales of Equity Securities.
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On
October 15, 2020, The Coffee Holding Company, Inc. (the “Company”) entered into a Contribution and Equity Purchase
Agreement (the “Agreement”) to become a 49% owner in The Jordre Well, LLC (“The Jordre Well”), a cannabidiol
(“CBD”) beverage company. Under the terms of the Agreement, The Jordre Well will assist the Company in the development
and commercialization of CBD-infused line extensions for the existing coffee brands within the Company’s portfolio as well
as launch new brands that are intended to serve consumer demand for non-coffee CBD-infused beverages and products.
Pursuant
to the terms of the Agreement, the Company will issue to The Jordre Well up to 278,500 shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”), with 139,250 shares of Common Stock issued on the effective date of the
Agreement and the remaining 139,250 shares of Common Stock to be issued once $500,000 in revenue is generated from the joint venture.
The
Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the issuance
of the shares of Common Stock.
The
disclosure in Item 3.02 is incorporated herein by reference.
On
October 16, 2020, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
The following exhibit is furnished with this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COFFEE
HOLDING CO., INC.
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Dated:
October 16, 2020
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By:
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/s/
Andrew Gordon
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Name:
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Andrew
Gordon
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Title:
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President
and Chief Executive Officer
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