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 30, 2023
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-32491 |
|
11-2238111 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 3475
Victory Boulevard, Staten Island, New York |
|
10314 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
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):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
JVA |
|
Nasdaq Capital Market |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On October 30, 2023, Coffee Holding Co., Inc.
(the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set
forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).
The Notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.
The Bid Price requirement requires listed securities
to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stock for the 30
consecutive business days preceding receipt of the Notice, the Company no longer satisfies the Bid Price Requirement. The Notice indicated
that the Company will be provided 180 calendar days in which to regain compliance, or until April 29, 2024. If at any time during this
period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business
days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation of compliance and the matter will
be closed.
Alternatively, if the Company fails to regain
compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional
180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and
all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it
provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse
stock split, if necessary. In the event the Company does not regain compliance the Bid Price Requirement prior to the expiration of the
initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company
is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from
The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.
The Company intends to monitor the closing bid price of its common
stock and is considering its options to regain compliance with the Bid Price Requirement. The Company’s receipt of the Notice does
not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
Item
7.01. Regulation FD.
On November 3, 2023, the Company issued
a press release regarding recent business updates and the status of its pending merger. A copy of the Press Release is attached here
to as Exhibit 99.1 and is incorporated by reference herein.
The press release is intended to be
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing.
Important
Information for Investors and Stockholders
This current report on Form 8-K is
provided for informational purposes only and contains information with respect to the proposed business combination. This report does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall
there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. This report does not constitute a proxy statement, prospectus
or any equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, as amended, or an exemption therefrom.
In connection with the proposed business
combination, Pubco (named Delta Corp Holdings Limited or Delta Corp Holdings Ltd) has filed a registration statement on Form F-4 with
the SEC (as amended, the “Registration Statement”), which includes a preliminary prospectus with respect to Pubco’s
securities to be issued in connection with the proposed business combination and a preliminary proxy statement to be distributed to holders
of JVA’s common stock in connection with JVA’s solicitation of proxies for the vote by JVA’s stockholders with respect
to the proposed business combination and other matters described in the Registration Statement. The Registration Statement has not been
declared effective by the SEC. After the Registration Statement is declared effective by the SEC, a definitive proxy statement/prospectus
will be mailed to stockholders of JVA as of the record date in the future to be established for voting on the proposed business combination
and will contain important information about the proposed business combination and related matters. INVESTORS AND SECURITY HOLDERS OF
JVA, PUBCO AND OTHER INTERESTED PERSONS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Security holders and other interested persons may obtain free copies of the Registration Statement, preliminary proxy statement/prospectus,
definitive proxy statement/prospectus, and other relevant material (in each case when available) at the website maintained by the SEC
at www.sec.gov. or by directing a request to:
Coffee Holding Co., Inc. 3475 Victory Boulevard, Staten Island, New York 10314, Attn: Andrew Gordon, Chief Executive Officer.
Certain
Information Regarding Participants in the Solicitation
This Form 8-K is not a solicitation
of a proxy from any investor or securityholder. JVA, Delta, Pubco and each of their directors, executive officers and certain other members
of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders of
JVA with respect to the proposed business combination. Information about the directors and executive officers of JVA, including their
ownership of shares of JVA common stock, is included in JVA’s Annual Report on Form 10-K for the year ended October 31, 2022, which
was filed with the SEC on March 29, 2023. Such information and names of JVA’s directors and executive officers are also in the
Registration Statement on Form F-4 filed with the SEC by Pubco, which includes a proxy statement of JVA.
Additional information regarding the
interests of participants in the solicitation of proxies in connection with the proposed business combination are likewise included in
the Registration Statement. You may obtain free copies of these documents as described above.
Cautionary
Note Regarding Forward-Looking Statements
This Form 8-K
contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 and other U.S. federal securities laws. All statements other than statements of historical facts contained in this
report, including statements regarding JVA, Pubco or Delta’s future results of operations and financial position, JVA, Pubco and
Delta’s business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations,
future results of current and anticipated operations of JVA, Pubco and Delta, and the expected value of the combined company after the
transactions, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating
to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the
transaction agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the
price of JVA’s securities; the occurrence of any event, change or other circumstances that could give rise to the termination of
the transaction agreement; the inability to complete the transactions contemplated by the transaction agreement, including due to failure
to obtain approval of the stockholders of JVA or other conditions to closing in the transaction agreement; the inability to obtain or
maintain the listing of Pubco ordinary shares on Nasdaq following the transaction; the risk that the transactions disrupt current plans
and operations of JVA as a result of the announcement and consummation of the transactions; the ability to recognize the anticipated
benefits of the transactions, which may be affected by, among other things, competition, the ability of the combined company to grow
and manage growth economically and hire and retain key employees; costs related to the transactions; changes in applicable laws or regulations;
the possibility that JVA, Pubco or Delta may be adversely affected by other economic, business, and/or competitive factors; and other
risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating to the transactions, including those
under “Risk Factors” therein, and in other filings with the SEC made by JVA and Pubco. Moreover, JVA, Pubco, and Delta operate
in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified and some of which are beyond JVA’s, Pubco’s or Delta’s control, you
should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the
date they are made. For these reasons, investors and other interested persons are cautioned not to put undue reliance on forward-looking
statements. Neither JVA, Pubco, nor Delta undertake any obligation to update or revise these forward-looking statements, to reflect information,
events, or otherwise after the date of this report, except as required by applicable law.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| |
COFFEE
HOLDING CO., INC. |
| |
|
|
| Dated:
November 3, 2023 |
By:
|
/s/
Andrew Gordon |
| |
Name:
|
Andrew
Gordon |
| |
Title: |
President
and Chief Executive Officer |
Exhibit 99.1
Coffee Holdings Co., Inc. Issues Business Update
Following 2023 Annual Meeting
STATEN ISLAND, New York – November 3, 2023.
Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today provided a business update following its 2023 Annual Meeting
held on October 27, 2023.
Andrew Gordon, Chief Executive Officer and Chairman
of the Company provided the following update:
“I would like to provide a business update and
an update regarding the proposed transaction with Delta Corp Holdings Limited (“Delta”) to employees, shareholders and interested
persons of Coffee Holding Co., Inc. (“we”, “us” “our” and the “Company”).
First, let me begin by thanking our long-term loyal
shareholders, supporters and interested persons for their patience and understanding over the past thirteen months. I, along with my board
of directors, firmly believe this patience will be rewarded in the near future.
Secondly, let me assure everyone that our management
team and the management team of Delta are committed to this merger. Our management team believes the combination between our respective
companies in terms of future revenue growth and subsequent earnings is projected by us to translate into a stronger stock price and value
creation for our shareholders.
The past two years have been difficult for our business.
Following COVID-19 and the costly disposal of our under-performing Generations/Steep division, we encountered both a business slowdown
and increasing costs, including the expensive relocation of manufacturing equipment to our current operating facilities in Colorado and
Massachusetts. In addition, domestic freight costs remain elevated, and our borrowing costs have increased as short-term interest rates
have risen significantly over the last 18 months. As a result of these factors, we have seen a significant drag on our earnings.
With some of these challenges behind us, we believe
we are looking at an improved outlook heading into 2024. We recently started shipping our products to two new large national supermarket
chains along with a third larger regional chain which we believe dominates the Northeast market. These, along with new but smaller customer
wins and improved sales of our flagship brand, Café Caribe, in the East Coast and Southwest, are expected to help grow our revenues
by 18-25% in 2024 and drive a return to profitability.
Coffee prices also remain at elevated levels on an
historic basis, with smaller crops last year and remaining supply chain issues combining to keep nearby supplies tight. We have always
recorded better results when similar conditions persisted in the past and it is our belief that will also be the scenario heading into
our next fiscal year.
Finally, I want to address our rationale behind the
proposed merger with Delta and why we view this as the best course for the future of the Company and return for our shareholders. Although
we believe that our business is on a more stable footing, several challenges persist. Financing costs are high, a situation that appears
poised to continue for several years to come and capital market access has been restrictive for small companies such as ours even before
the recent rise in interest rates. In addition, most other publicly traded coffee companies, other than retail coffee companies, have
both underperformed and have gone relatively unnoticed in the public markets over the last several years and our company is no exception.
To execute our growth initiatives, improve margins, and reduce our overhead and capital costs, it is the view of myself and the Company’s
board of directors that an increase in scale will be in our interests and that our Company and its shareholders would benefit from combining
with a much larger enterprise such Delta.
Delta is a global logistics company with a broad interest
across commodities, industrials, and agricultural industries. It has experienced significant growth since its founding with revenues of
over $620 million last year and today has over 400 employees in 17 countries. Delta’s business lines are headed by experienced management
teams and combining with Delta we believe will give us the scale and efficiency to execute our strategy. It is our belief that this will
be the catalyst for setting the possibility of improved stock performance once we consummate the proposed merger.
We are in the process of remaining stages in the review
of our proxy statement with the Securities and Exchange Commission and expect to mail our proxy statement to our stockholders by year
end and to hold our special meeting in the first quarter of 2024. Again, I want to thank our stockholders for your patience and your continued
support,” concluded Mr. Gordon.
About Coffee Holding
Founded in 1971, Coffee Holding is a leading integrated
wholesale coffee roaster and dealer in the United States and one of the few coffee companies that offers a broad array of coffee products
across the entire spectrum of consumer tastes, preferences and price points. Coffee Holding’s product offerings consist of eight
proprietary brands, each targeting a different segment of the consumer coffee market as well as roasting and blending coffees for major
wholesalers and retailers throughout the United States who want to have products under their own names to compete with national brands.
In addition to selling roasted coffee, Coffee Holding also imports green coffee beans from around the world which it resells to smaller
regional roasters and coffee shops throughout the United States and Canada.
About Delta
Delta is a fully integrated global business engaged
in logistics, fuel supply and asset management related services, primarily servicing the international supply chains of commodity, energy,
and capital goods producers. Delta operates its business through three segments: Bulk Logistics, Energy Logistics and Asset Management.
Delta’s Bulk Logistics division is an asset-light third-party logistics provider of freight forwarding, ocean transportation, mine-to-port,
and related services connecting producers of commodities, agriculture products, capital goods and energy to end users. Delta’s Energy
Logistics operations provides its customers with industry leading fuels, lubricants and carbon offset products with a focus on environmental
impact. Delta also offers Asset Management services to the marine transportation and offshore oil and gas industries. Delta’s business
model is asset-light, and its service offerings facilitate the global trade of energy, raw materials, intermediate goods, and agricultural
products. Delta is a multinational business with offices throughout Europe, the Middle East, Africa and Asia. For more information, please
see Delta’s website at www.wearedelta.com.
Additional Information and Where to Find It
In connection with the proposed business combination,
Pubco (named Delta Corp Holdings Limited or Delta Corp Holdings Ltd) has filed a registration statement on Form F-4 to the SEC (as amended,
the “Registration Statement”), which includes a preliminary prospectus with respect to Pubco’s securities to be issued
in connection with the proposed business combination and a preliminary proxy statement to be distributed to holders of JVA’s common
stock in connection with JVA’s solicitation of proxies for the vote by JVA’s stockholders with respect to the proposed business
combination and other matters to be described in the Registration Statement. The Registration Statement has not been declared effective
by the SEC. After the Registration Statement is declared effective by the SEC, a definitive proxy statement/prospectus will be mailed
to stockholders of JVA as of the record date in the future to be established for voting on the proposed business combination and will
contain important information about the proposed business combination and related matters. INVESTORS AND SECURITY HOLDERS OF JVA, PUBCO
AND OTHER INTERESTED PERSONS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Security
holders and other interested persons may obtain free copies of the Registration Statement, preliminary proxy statement/prospectus, definitive
proxy statement/prospectus, and other relevant material (in each case when available) at the website maintained by the SEC at www.sec.gov.
or by directing a request to: Coffee Holding Co., Inc. 3475 Victory Boulevard, Staten Island, New York 10314, Attn: Andrew Gordon, Chief
Executive Officer.
Participants in the Solicitation
Coffee Holding, Delta, Pubco and each of their directors,,
executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation
of proxies from the stockholders of Coffee Holding with respect to the proposed transaction and related matters. Information about the
directors and executive officers of Coffee Holding, including their ownership of shares of Coffee Holding common stock, is included in
Coffee Holding’s Annual Report on Form 10-K for the year ended October 31, 2022, which was filed with the SEC on March 29, 2023.
Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Coffee Holding
stockholders, including a description of their interests in the proposed business combination by security holdings or otherwise, is included
in the Registration Statement’s proxy statement/prospectus and other relevant documents filed or to be filed with the SEC by Pubco,or
Coffee, when they become available. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only
and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between Pubco, Coffee Holding and
Delta. All statements other than statements of historical facts contained in this press release, including statements regarding Pubco’s,
Coffee Holding’s or Delta’s future results of operations and financial position, Pubco’s, Coffee Holding’s and
Delta’s business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations,
future results of current and anticipated operations of Pubco, Coffee Holding and Delta, and the expected value of the combined company
after the transactions, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements
are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed
transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement;
the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Coffee Holding’s
securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement;
the inability to complete the transactions contemplated by the transaction agreement, including due to failure to obtain approval of the
stockholders of Coffee Holding or other conditions to closing in the definitive agreement; the inability to obtain or maintain the listing
of Pubco ordinary shares on Nasdaq following the proposed transaction; the risk that the proposed transaction disrupts current plans and
operations of Coffee Holding as a result of the announcement and consummation of the proposed transaction; the ability to recognize the
anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth economically and hire and retain key employees; costs related to the proposed transaction; changes in
applicable laws or regulations; the possibility that Pubco, Delta or Coffee Holding may be adversely affected by other economic, business,
and/or competitive factors; and other risks and uncertainties identified in the proxy statement/prospectus (when available) relating to
the proposed transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Pubco and
Coffee Holding. There can be no assurance of the completion of the proposed business combination, nor subject to and following such completion,
the realization of potential benefits of the proposed business combination. Moreover, Pubco, Delta and Coffee Holding operate in very
competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified and some of which are beyond Pubco’s, Delta’s and Coffee Holding’s control,
you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, Pubco,
Delta and Coffee Holding assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise. None of Pubco, Delta or Coffee Holding gives any assurance that either Delta or Coffee
Holding or Pubco will achieve its expectations.
For further information, contact:
Coffee Holding Co., Inc.
Andrew Gordon
President & CEO
(718) 832-0800
Delta Corp Holdings Limited
Joseph Nelson
Chief Financial Officer
Phone: +44 0203 753 5598
Email: ir@wearedelta.com
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