
Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________. Commission file number:001-32491 COFFEE HOLDING CO., INC. (Exact name of registrant as specified in its charter) Nevada11-2238111(State or other jurisdiction of(I.R.S. Employer Registrant’s telephone number, including area code:(718) 832-0800 Securities registered under Section 12(b) of the Act: Name of each exchange on which registered:The Nasdaq Stock Market LLC JVA Securities registered under Section 12(g) of the Exchange Act:None Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Non-accelerated filer☒Accelerated filer☐Smaller Reporting Company☒ Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common equity held by non-affiliates of the registrant, computed by reference to the closing priceof the registrant’s common stock on the Nasdaq Capital Market on April 30, 2025, was $17,186,147. As of January 22, 2026, the registrant had 5,708,599 shares of common stock, par value $0.001 per share, outstanding. Documents incorporated by reference None. TABLE OF CONTENTS PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS8ITEM 1B.UNRESOLVED STAFF COMMENTS18ITEM 1C.CYBERSECURITY18ITEM 2.PROPERTIES19ITEM 3.LEGAL PROCEEDINGS19ITEM 4.MINE SAFETY DISCLOSURES19PART II19ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES19ITEM 6.RESERVED20ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS20ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK24ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA24ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE24ITEM 9A.CONTROLS AND PROCEDURES24ITEM 9B.OTHER INFORMATION25ITEM 9C.DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS25PART III25ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE25ITEM 11.EXECUTIVE COMPENSATION30ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS36ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE37ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES37PART IV38ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES38ITEM 16FORM 10-K SUMMARY40SIGNATURES41INDEX TO CONSOLIDATED FIN