AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
of Report (Date of earliest event reported): September 13, 2017
HOLDING CO., INC.
name of registrant as specified in its charter)
or other jurisdiction
Victory Boulevard, Staten Island, New York
of principal executive offices)
telephone number, including area code: (718) 832-0800
name or former address, if changed since last report.)
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))
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
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 [ ]
2.02. Results of Operations and Financial Condition.
September 13, 2017, Coffee Holding Co., Inc. (the “Company” or “Coffee Holding”) issued a press
release disclosing certain information regarding its results of operations for the three and nine months ended July 31, 2017.
A copy of the press release is furnished under Item 2.02 as Exhibit 99.1.
information included in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed”
for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934 as amended
(the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto
shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
7.01. Regulation FD Disclosure.
Holding Co., Inc. (the “Company”) announced today that its Board of Directors has approved a share repurchase
program pursuant to which the Company may repurchase up
to $2 million in value of its outstanding common stock, par value, $0.001 per share, from time to time on the open market and
in privately negotiated transactions subject to market conditions, share price and other factors (the “Share Repurchase
Program”). The Company intends to fund the Share Repurchase Program with available
cash and from future cash flow from operations.
timing and amount of any shares repurchased will
be determined based on the Company’s evaluation of market conditions and other factors and the program may
be discontinued or suspended at any time. Repurchases will be made in accordance
with the rules and regulations promulgated by the Securities and Exchange Commission and certain other legal requirements to which
the Company may be subject. Repurchases may be made, in part, under a Rule 10b5-1
plan, which allows stock repurchases when the Company might otherwise be precluded
from doing so.
also “Item 2.02 Results of Operations and Financial Condition” above.
9.01 Financial Statements and Exhibits.
The following exhibit is furnished with this report:
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.
HOLDING CO., INC.|
September 13, 2017
and Chief Executive Officer|