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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): August 29, 2026
COFFEE
HOLDING CO., INC.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-32491 |
|
11-2238111 |
(State
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 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
August 29, 2026, the compensation committee (the “Committee”) of the board of directors of Coffee Holding Co., Inc., a Nevada
corporation (the “Company”) authorized and approved Amendment No. 2 to the Amended and Restated Employment Agreement by and
between the Company and Andrew Gordon, the Company’s President and Chief Executive Officer (the “Employment Agreement”).
Amendment No. 2 was executed by the Company and Mr. Gordon on August 31, 2026.
The
changes to the Employment Agreement resulting from Amendment No. 2 are to:
| ● | Restore
Mr. Gordon’s base salary to $450,000 per annum effective as of February 1, 2026, effectively
reversing Amendment No. 1 to the Employment Agreement which had decreased Mr. Gordon’s
base salary to $80,000 per annum. Amendment No. 2 provides for Mr. Gordon to receive a make-whole
payment as soon as practicable after Amendment No. 2 is executed for the amount of base salary
he would have received since February 1, 2026 had his base salary been paid at the rate of
$450,000 per annum; and |
| | | |
| ● | Eliminate
the incentive bonus that had been provided for in Amendment No. 1 to the Employment Agreement.
Under Amendment No. 1, Mr. Gordon would have been eligible for an incentive bonus in the
amount of $1.6 million if he remained employed with the Company until January 1, 2030. |
The
foregoing description of Amendment No. 2 is a summary only and is qualified in its entirety by reference to the full text of Amendment
No. 2, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 2, dated August 31, 2026, to the Amended and Restated Employment Agreement by and between Coffee Holding Co., Inc. and Andrew Gordon. |
| 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.
| Dated: August 31, 2026 |
Coffee Holding Co., Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Andrew Gordon |
| |
|
Andrew Gordon |
| |
|
President and Chief Executive Officer |