UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 | ||