Form 8-K

8-K — COFFEE HOLDING CO INC

Accession: 0001493152-26-040863

Filed: 2026-08-31

Period: 2026-08-29

CIK: 0001007019

SIC: 2090 (MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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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

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 ☐

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.

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

President and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

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.

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.

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]

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

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