UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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:
| 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) | |
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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).
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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 5.07 Submission of Matters to a Vote of Security Holders.
On March 28, 2024, Coffee Holding Co., Inc. (the “Company”) convened and then adjourned its Special Meeting of Stockholders (the “Special Meeting”) being held for consideration and voting on the approval of the business combination and its merger and share exchange agreement, dated September 29, 2022, as amended (the “definitive agreement”), and related proposals described in the registration statement’s proxy statement/prospectus. Present at the Special Meeting, in person or by proxy, were holders of 3,436,258 shares of the Company’s common stock, representing approximately 60.2% of the voting power of the holders of the Company’s issued and outstanding shares of common stock as of February 20, 2024 (the “Record Date”), which constituted a quorum for the transaction of business.
Accordingly, in accordance with the Company’s bylaws, the only proposal that was presented at the Special Meeting was the proposal to adjourn the Special Meeting until 12:00 p.m. Eastern Time on Monday, April 1, 2024, to permit further solicitation and vote of proxies (the “Adjournment Proposal”).
The votes cast with respect to the Adjournment Proposal were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,211,923 | 1,178,285 | 46,050 | 0 |
Accordingly, the stockholders approved the Adjournment Proposal and the Special Meeting was adjourned until 12:00 p.m., Eastern Time, on Monday, April 1, 2024. The Company’s stockholders of record as of the Record Date will continue to be entitled to vote at the reconvened Special Meeting. Stockholders may attend and vote at the Special Meeting at the website address www.viewproxy.com/JVA/2024.
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. | ||
| Date: March 29, 2024 | By: | /s/ Andrew Gordon |
| Name: | Andrew Gordon | |
| Title: | Chief Executive Officer | |
Cover |
Mar. 28, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 28, 2024 |
| Entity File Number | 001-32491 |
| Entity Registrant Name | COFFEE HOLDING CO., INC. |
| Entity Central Index Key | 0001007019 |
| Entity Tax Identification Number | 11-2238111 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 3475 Victory Boulevard |
| Entity Address, City or Town | Staten Island |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10314 |
| City Area Code | (718) |
| Local Phone Number | 832-0800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | JVA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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