Coffee Holding Co.（JVA）恢复CEO年薪至45万美元并取消160万美元留任奖金，属例行薪酬结构调整

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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

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EX-10.1
2
ex10-1.htm
EX-10.1
Exhibit
10.1
AMENDMENT
NO. 2 TO AMENDED AND
RESTATED
EMPLOYMENT AGREEMENT
This
Amendment No. 2 (the “Second Amendment”) is made and entered into as of the last date that appears below the parties’
signature lines on the last page of this Amendment, by and between Coffee Holding Co., Inc. (“Company”) and Mr. Andrew Gordon,
an individual, (the “Executive”) (each individually, a “Party,” and collectively, the “Parties”).
WHEREAS,
the Company and Executive entered into that certain Amended and Restated Employment Agreement, dated April 11, 2008 (the “2008
Agreement”);
WHEREAS,
the Company and Executive entered into that certain Amendment No. 1 to the 2008 Agreement, dated February 26, 2026 (the “First
Amendment”);
WHEREAS,
the Parties wish to further amend the 2008 Agreement, as amended by the First Amendment (the “Employment Agreement”), as
set forth herein; and
WHEREAS,
the defined terms in the Employment Agreement shall have the same meaning as in the Employment Agreement when used in this Second Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations, set forth herein, the Parties agree that the Employment
Agreement is hereby amended as follows:
I.
Amendments
to the Employment Agreement.
A.
Section 3.1 of the Employment Agreement is hereby deleted in its entirety and replaced by the following text:
Section
3.1
Base Salary
. Beginning as of February 1, 2026, and continuing during the Employment Term, as compensation for services hereunder
and in consideration for the protective covenants set forth in Article V of this Agreement, Executive shall be paid base salary at an
annual rate of $450,000.00 (Four Hundred and Fifty Thousand Dollars) or such greater amount as may from time to time be approved by the
Compensation Committee of the Board (the “Base Salary”). Base Salary shall be paid to Executive in accordance with the Company’s
normal payroll practices; provided that as soon as administratively following execution of Amendment No. 2 to this Agreement, Executive
shall be paid a lump sum in respect of the additional Base Salary that would have been paid Executive had the foregoing Base Salary rate
been in effect since February 1, 2026.
B.
Section 3.2.1 (Incentive Bonus) of the Employment Agreement is hereby deleted in its entirety.
II.
No
Other Amendments.
Except
as specifically set forth in this Amendment, there are no other amendments to the Employment Agreement and the Employment Agreement shall
remain unmodified and in full force and effect.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to the Employment Agreement as of the dates set forth below.
COFFEE
HOLDING CO., INC.
/s/ Andrew Gordon
By:
/s/ David Gordon
Andrew Gordon
Dated:
August 31, 2026
Print Name:
David Gordon
Print Title:
Executive Vice President and Secretary
Dated:
August 31, 2026