Form 8-K - Current report
21 9월 2023 - 6:10AM
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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): September 20, 2023
COFFEE
HOLDING CO., INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-32491 |
|
11-2238111 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
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(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.001 per share |
|
JVA |
|
Nasdaq Capital Market |
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
September 20, 2023, the Board of Directors (the “Board”) Coffee Holding Co., Inc., a Nevada corporation (the “Company”)
adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, amending Section 7 of Article
II thereof to decrease the quorum requirement for stockholder meetings from a majority to one-third of the voting power of the shares
of the capital stock of the Company entitled to vote at a meeting, present in person or represented by proxy.
The
foregoing summary and description of the provisions of the Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.08. Shareholder Director Nominations.
To
the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item
8.01. Other Events.
On
September 20, 2023, the Board, set the date for its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) as
October 27, 2023. The Company expects to begin delivering and making available the proxy materials for the Annual Meeting on or about
October 6, 2023. Because the Annual Meeting will be held more than thirty (30) days after the anniversary date of the Company’s
2022 annual meeting, the Company is filing this Current Report on Form 8-K to provide the due date for the submission of any qualified
stockholder proposals or qualified stockholder director nominations.
Stockholders
who intend to present proposals for inclusion in the proxy materials for the Annual Meeting under Rule 14a-8 (“Rule 14a-8”)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must ensure that such proposals are
received by the Company, in writing at 3475 Victory Boulevard, Staten Island, New York 10314, no later than September 30, 2023,
which the Company has determined to be a reasonable time before it expects to begin to deliver
and make available its proxy materials, and must furthermore comply with all applicable requirements of Rule 14a-8 promulgated
under the Exchange Act.
Pursuant
to the Company’s Amended and Restated Bylaws, as amended, to be considered timely, stockholders who intend to present proposals
for director nominations or any other proposal at the Annual Meeting must provide notice in writing to the Company at 3475 Victory Boulevard,
Staten Island, New York 10314 no later than September 30, 2023, the tenth calendar day following the date of this Current Report
on Form 8-K publicly announcing the date of the Annual Meeting.
In
addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies
in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required
by Rule 14a-19 under the Exchange Act by September 30, 2023, the tenth calendar day following the date of this Current Report
on Form 8-K publicly announcing the date of the Annual Meeting.
Item
9.01. Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
SIGNATURES
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. |
|
|
|
Dated:
September 20, 2023 |
By: |
/s/
Andrew Gordon |
|
Name: |
Andrew Gordon |
|
Title: |
President and Chief Executive Officer |
EXHIBIT
3.1
AMENDMENT
NO. 1 TO THE
AMENDED AND RESTATED BYLAWS OF
COFFEE HOLDING CO., INC.
This
Amendment No. 1 to the Amended and Restated Bylaws of Coffee Holding Co., Inc., a Nevada corporation (the “Company”),
as amended to date (the “Bylaws”), is made as of this 20th day of September, 2023.
1. |
The Bylaws are hereby amended
by replacing the paragraph titled “Quorum” in existing Section 7 of Article II of the Bylaws, in its entirety
with the following: |
|
SECTION
7. Quorum. The holders of record of one-third of the total number of votes eligible to be cast by the holders of the outstanding
shares of the capital stock of the Corporation entitled to vote thereat, represented in person or by proxy, shall constitute a quorum
for the transaction of business at a meeting of stockholders, except as otherwise provided by law, these Bylaws or the Amended and
Restated Articles of Incorporation. If however, such quorum shall not be present or represented at any meeting of the stockholders,
either the chairman of the meeting or a majority of the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, no other
business may be transacted at such meeting. At such adjourned meeting at which quorum shall be present and represented, any business
may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize
a meeting of stockholders, such quorum is not broken by the subsequent withdrawal of any stockholders. |
|
|
2. |
Except as specifically
amended herein, the Bylaws of the Company shall remain unchanged and in full force and effect. |
[Remainder
of page intentionally left blank.]
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