Item
4.01. Change in Registrant’s Certifying Accountants.
On
March 24, 2021, the Audit Committee of the Board of Directors of Coffee Holding Co., Inc. (the “Company”) approved
the dismissal of Marcum LLP (“Marcum”), as the Company’s independent registered public accounting firm, effective
March 25, 2021, and the engagement of EisnerAmper LLP (“Eisner”) as its new independent registered public accounting
firm as of and for the year ended October 31, 2021. As described below, the change in independent registered public accounting
firm is not the result of any disagreement with Marcum.
Marcum’s
audit reports on the financial statements for the years ended October 31, 2019 and 2020 did not provide an adverse opinion or
disclaimer of opinion to the Company’s financial statements, nor modify its opinion as to uncertainty, audit scope or accounting
principles, and contained a change in accounting principle explanatory paragraph that the Company has changed its method of accounting
for leases in 2020 due to the adoption of the guidance in ASC Topic 842, Leases using the modified retrospective approach.
During
the fiscal years ended October 31, 2019 and 2020, and the subsequent interim period through January 31, 2021, there were: (i)
no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and
Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference thereto in their reports; and (ii)
no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Marcum concurred with
the Company’s assessment of material weaknesses related to the Company’s internal controls over financial reporting.
In
its Management’s Report on Internal Control Over Financial Reporting, as set forth in Item 4 “Controls and Procedures”
of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2019 and Item 9A “Controls and Procedures”
of the Company’s Annual Report on Form 10-K for the year ended October 31, 2020, the Company reported material weaknesses
in its internal controls over financial reporting, which constitute reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K). The Audit Committee discussed the subject matter of the reportable events with Marcum. Subsequently, the Audit Committee
and management developed a remediation plan, detailed in its Management’s Report on Internal Control Over Financial Reporting
as set forth in Item 4 “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended
October 31, 2020. Notwithstanding these material weaknesses in internal control over financial reporting, the Company has concluded
that, based on its knowledge, the consolidated financial statements, and other financial information included in its Annual Reports
on Form 10-K for the fiscal years ended October 31, 2019 and 2020 present fairly, in all material respects the Company’s
financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally
accepted in the United States. The Company has authorized Marcum to respond fully to Eisner’s inquiries concerning the subject
matter of such reportable events.
During
the fiscal years ended October 31, 2019 and 2020 and the subsequent interim period through January 31, 2021, neither the Company
nor anyone on its behalf has consulted with Eisner regarding: (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report nor oral advice was provided to the Company that Eisner concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the
subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any
reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Marcum with a copy of the disclosures in this Form 8-K and has requested that Marcum furnish the Company with a
letter addressed to the Securities and Exchange Commission (“SEC”), stating whether it agrees with the statements made herein
and if not, stating in what respects it does not agree. A copy of this letter will be filed as an Exhibit to this Form 8-K within
2 business days following the Company’s receipt of such letter from Marcum.