Coffee Holding Co. Enters Material Definitive Agreement

Ticker: JVA · Form: 8-K · Filed: Jan 4, 2024 · CIK: 1007019

Complexity: simple

Sentiment: neutral

Topics: material-agreement, corporate-action

TL;DR

**JVA just signed a big deal, could be a game-changer.**

AI Summary

Coffee Holding Co., Inc. (JVA) filed an 8-K on January 4, 2024, to report an "Entry into a Material Definitive Agreement." This filing indicates a significant new contract or partnership that could impact the company's future operations and financial performance. For investors, this matters because such agreements can lead to increased revenue, market expansion, or operational efficiencies, potentially boosting the stock's value, or conversely, introduce new risks if the agreement is unfavorable.

Why It Matters

This filing signals a potentially significant business development for Coffee Holding Co., Inc., which could influence its revenue streams, market position, and ultimately, its stock price.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, making it impossible to assess the exact nature or financial implications, thus presenting an unknown risk/reward profile.

Analyst Insight

A smart investor would await further details on the "Material Definitive Agreement" to understand its potential impact on Coffee Holding Co., Inc.'s financials and strategic direction before making any investment decisions.

Key Players & Entities

FAQ

What is the specific nature of the "Material Definitive Agreement" entered into by Coffee Holding Co., Inc.?

The 8-K filing on January 4, 2024, only states "Entry into a Material Definitive Agreement" under Item 1.01, but does not provide specific details about the agreement itself, such as the parties involved, terms, or financial impact.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 4, 2024, which is also the date of the report.

What is the trading symbol and the exchange where Coffee Holding Co., Inc.'s common stock is registered?

Coffee Holding Co., Inc.'s common stock trades under the symbol JVA and is registered on the Nasdaq Capital Market.

What is the par value per share of Coffee Holding Co., Inc.'s Common Stock?

The par value per share of Coffee Holding Co., Inc.'s Common Stock is $0.001.

What is the business address and phone number of Coffee Holding Co., Inc.?

The business address for Coffee Holding Co., Inc. is 3475 Victory Boulevard, Staten Island, New York 10314, and their telephone number is (718) 832-0800.

Filing Stats: 1,813 words · 7 min read · ~6 pages · Grade level 14.7 · Accepted 2024-01-04 16:16:29

Key Financial Figures

Filing Documents

From the Filing

UNITED 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): January 4, 2024 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 where 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). 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 1.01. Entry into a Material Definitive Agreement. Amendment No. 2 to the Merger Agreement As previously disclosed, on September 29, 2022, Coffee Holding Co., Inc., a Nevada corporation (the "Company" or "JVA"), entered into a Merger and Share Exchange Agreement, dated September 29, 2022, as amended (the "Merger Agreement"), by and among JVA, 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 shareholders of Delta as named therein (the "Sellers"), pursuant to which, among other things, Merger Sub will merge with and into JVA, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the "Merger"). On June 29, 2023, JVA, Delta, Pubco, Merger Sub and the Sellers entered into Amendment No. 1 (the "First Amendment") to amend the Merger Agreement dated September 29, 2022. On January 4, 2024, JVA, Delta, Pubco, Merger Sub and the Sellers entered into Amendment No. 2 (the "Second Amendment") to further amend the Merger Agreement, dated September 29, 2022, as amended by the First Amendment to the Merger Agreement, dated June 29, 2023. The Second Amendment extends the Outside Date (as defined in the Merger Agreement) from December 31, 2023 to April 1, 2024. The foregoing description of the Second Amendment and the Merger Agreement does not purport to be complete. The Second Amendment is qualified in its entirety by the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. 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 a proposed business combination (the "proposed business combination") among JVA, Pubco and Delta. 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 intends to file relevant materials with the U.S. Securities and Exchange Commission, or the SEC, including a registration of Pubco, in connection with the proposed business combination (as amended from time to time, the "Registration Statement"). After the Registration Statemen

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