Item
4.01. Change in Registrant’s Certifying Accountants.
On
February 14, 2022, the Audit Committee of the Board of Directors of Coffee Holding Co., Inc. (the “Company”) approved the
dismissal of EisnerAmper LLP (“Eisner”), as the Company’s independent registered public accounting firm, effective
immediately, and the engagement of Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting
firm as of and for the year ended October 31, 2022. As described below, the change in independent registered public accounting firm is
not the result of any disagreement with Eisner.
Eisner’s
audit report on the financial statements for the year ended October 31, 2021 did not provide an adverse opinion or disclaimer of opinion
to the Company’s financial statements, nor modify its opinion as to uncertainty, audit scope or accounting principles.
During
the fiscal year ended October 31, 2021 (the only fiscal year Eisner served as the Company’s independent registered public accounting
firm), and the subsequent interim period through January 31, 2022, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv)
of Regulation S-K and the related instructions between the Company and Eisner on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to Eisner’s satisfaction, would have caused Eisner
to make reference thereto in its report; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation
S-K, except that Eisner concurred with the Company’s assessment of material weaknesses related to the Company’s internal
controls over financial reporting.
In
its Management’s Report on Internal Control Over Financial Reporting, as set forth in Item 4 “Controls and Procedures”
of the Company’s Quarterly Reports on Form 10-Q for the quarters ended January 31, 2021, April 30, 2021, and July 31, 2021, and
Item 9A “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended October 31, 2021,
the Company reported material weaknesses in its internal controls over financial reporting, which constitute reportable events (as defined
in Item 304(a)(1)(v) of Regulation S-K). The Audit Committee discussed the subject matter of the reportable events with Eisner. Subsequently,
the Audit Committee and management developed a remediation plan, detailed in its Management’s Report on Internal Control Over Financial
Reporting as set forth in Item 9 “Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year
ended October 31, 2021. Notwithstanding these material weaknesses in internal control over financial reporting, the Company has concluded
that, based on its knowledge, the consolidated financial statements, and other financial information included in its Annual Reports on
Form 10-K for the fiscal years ended October 31, 2021 and 2020 present fairly, in all material respects the Company’s financial
condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted
in the United States. The Company has authorized Eisner to respond fully to Marcum’s inquiries concerning the subject matter of
such reportable events.
Marcum
LLP audited the Company’s financial statements for the year ended October 31, 2020 and conducted a review of the Company’s
financial statements for the quarter ended January 31, 2021. Marcum was dismissed by the Company as its independent registered public
accounting firm on March 24, 2021. Other than the period of time in which Marcum was acting in its capacity as the Company’s independent
registered public accounting firm and the period from March 24, 2021 through the date of its reappointment on February 28, 2022,
neither the Company nor anyone on its behalf consulted with Marcum regarding: (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by
the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject
of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Eisner with a copy of the disclosures in this Form 8-K and requested that Eisner furnish the Company with a letter addressed
to the Securities and Exchange Commission (“SEC”), stating whether it agrees with the statements made herein and if not,
stating in what respects it does not agree. A copy of this letter, dated February 17, 2022, is filed as Exhibit 16.1 to this Form 8-K.