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.

During the fiscal year ended October 31, 2021 and the subsequent interim period through January 31, 2022, neither the Company nor anyone on its behalf has 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 18, 2022, is filed as Exhibit 16.1 to this Form 8-K.