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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 26, 2026
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-32491 |
|
11-2238111 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
| 3475
Victory Boulevard, Staten Island, New York |
|
10314 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (718) 832-0800
Not
Applicable
(Former
name or former address, if changed since last report.)
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 (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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol |
|
Name
of each exchange on which registered: |
| Common
Stock, Par Value $0.001 Per Share |
|
JVA |
|
The
Nasdaq Stock Market LLC |
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).
Emerging
growth company ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 26, 2026, with the approval of its board of directors, Coffee Holding Co., Inc., a Nevada corporation (the “Company”),
entered into an amendment to its Amended and Restated Employment Agreement (the “Amendment”), dated April 11, 2008,
between the Company and Andrew Gordon, the Company’s President, Chief Executive Officer, Chief Financial Officer and Treasurer.
Under
the Amendment, (i) Mr. Gordon agreed to a reduction in his base salary from $325,000 to $80,000 per annum, (ii) Mr. Gordon was granted
a right to receive an incentive bonus of $1.6 million if he remains employed with the Company until January 1, 2030 (such bonus to be
paid by March 16, 2030) and (iii) Mr. Gordon will be required to enter into a general release in order to receive severance benefits.
The
foregoing description does not purport to be complete and is qualified in its entirety by the Amendment, a copy of which is attached
hereto as Exhibit 10.1.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 10.1 |
|
Amendment No. 1 to Amended and Restated Employment Agreement, dated as of February 26, 2026, by and between Andrew Gordon and Coffee Holding Co., Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
|
|
| |
By: |
/s/ Andrew Gordon |
| |
Name: |
Andrew Gordon |
| |
Title: |
President and Chief Executive Officer |
| |
|
|
| Date: February 27,
2026 |
|
|
