Form 8-K
8-K — Toppoint Holdings Inc.
Accession: 0001213900-26-099778
Filed: 2026-09-14
Period: 2026-09-14
CIK: 0001960847
SIC: 4210 (TRUCKING & COURIER SERVICES (NO AIR))
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0305353-8k_toppoint.htm (Primary)
EX-99.1 — PRESS RELEASE DATED SEPTEMBER 14, 2026 (ea030535301ex99-1.htm)
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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 14, 2026
Toppoint Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-42471
92-2375560
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1250 Kenas Road, North Wales, PA
19454
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code 551-866-1320
(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:
☐
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 $0.0001 per share
TOPP
NYSE American LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 7.01 Regulation
FD Disclosure
On September 14, 2026,
Toppoint Holdings Inc. (the “Company”) issued a press release announcing that it expects to reincorporate from the State of
Nevada to the State of Delaware pursuant to a plan of conversion, as described in more detail in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on August 10, 2026, as supplemented by the Company’s definitive additional
materials filed on August 24, 2026.
A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 of
this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Such statements include, but are not limited to, statements regarding the Company’s plans, expectations, expansion
strategy, anticipated collections on loan receivables, and financial outlook. Actual results may differ materially from those anticipated
due to factors including changes in market conditions, tariff and trade policy developments, commodity price volatility, port congestion,
fuel costs, competitive dynamics, the Company’s ability to collect on outstanding loan receivables, liquidity constraints, previously
disclosed material weaknesses in internal control over financial reporting, and other risks described in the Company’s filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K filed March 25, 2026 and its Quarterly Report on Form
10-Q for the period ended June 30, 2026. The Company undertakes no obligation to update or revise any forward-looking statements except
as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release dated September 14, 2026
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
1
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.
Date: September 14, 2026
Toppoint Holdings Inc.
/s/ Hok C Chan
Name:
Hok C Chan
Title:
Chief Executive Officer and President
2
EX-99.1 — PRESS RELEASE DATED SEPTEMBER 14, 2026
EX-99.1
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Exhibit 99.1
Toppoint Holdings Inc. Announces Anticipated Reincorporation from
Nevada to Delaware
NORTH WALES, PA, Sept. 14, 2026 (GLOBE NEWSWIRE) -- Toppoint Holdings Inc. (“Toppoint” or the “Company”) (NYSE American: TOPP), a truckload
services and solutions provider focused on the recycling export supply chain, today announced that it expects to reincorporate from the
State of Nevada to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion (the “Plan of Conversion”).
The Plan of Conversion is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on August 10, 2026, as supplemented by the Company’s definitive additional materials filed on August 24, 2026 (collectively,
the “Proxy Statement”).
As previously disclosed,
the Company’s Board of Directors approved the Plan of Conversion and the transactions contemplated thereby, including the Reincorporation,
on July 27, 2026, and the Company’s stockholders approved the Reincorporation at the Company’s 2026 Annual Meeting of Stockholders
held on September 8, 2026. The Company expects the Reincorporation to become effective on or about September 25, 2026 (the time at which
the Reincorporation becomes effective, the “Effective Time”), subject to the completion and acceptance of the required filings
with the Nevada and Delaware Secretaries of State and the satisfaction of other customary conditions.
The Reincorporation will
be effected through the filing and effectiveness of (i) Articles of Conversion with the Secretary of State of the State of Nevada, (ii)
a Certificate of Conversion with the Secretary of State of the State of Delaware and (iii) a Certificate of Incorporation with the Secretary
of State of the State of Delaware.
At the Effective Time,
the Company will be converted from a Nevada corporation into a Delaware corporation and will continue its existence under the same name,
Toppoint Holdings Inc. The Company’s domicile will change from the State of Nevada to the State of Delaware, and the Company’s
affairs will cease to be governed by the laws of the State of Nevada and the Company’s existing Articles of Incorporation, as amended,
and Bylaws, as amended. Instead, the Company’s affairs will be governed by the laws of the State of Delaware, the Delaware Certificate
of Incorporation and the bylaws adopted in connection with the Reincorporation.
At the Effective Time,
each share of the Company’s common stock, par value $0.0001 per share, outstanding immediately before the Effective Time will automatically
convert into one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Company as a
Delaware corporation. Each certificate or book-entry position representing the Company’s common stock immediately before the Effective
Time will thereafter represent the same number of shares of common stock of the Company as a Delaware corporation, without any action
by stockholders or any exchange or reissuance of certificates.
At the Effective Time,
each outstanding option, warrant, restricted stock unit or other right to acquire, and each security convertible into, shares of the Company’s
common stock will continue in existence as a corresponding right to acquire, or security convertible into, an equal number of shares of
common stock of the Company as a Delaware corporation on the same terms and conditions. Each equity plan under which any such award was
granted will continue as an equity plan of the Company following the Reincorporation.
In connection with the
Reincorporation and as approved by the Company’s stockholders at the 2026 Annual Meeting, the number of shares of common stock the
Company is authorized to issue is expected to increase from 300,000,000 shares to 1,000,000,000 shares at the Effective Time. The increase
in authorized shares will not, by itself, result in the issuance of any additional shares or otherwise change the number of shares issued
and outstanding.
The Reincorporation is
not expected to result in any change in the Company’s headquarters, business operations, management, properties, offices or facilities,
number of employees, obligations, assets, liabilities or net worth, other than as a result of the costs incident to the Reincorporation.
The Reincorporation is also not expected to materially affect any of the Company’s material agreements with third parties, and the
Company’s rights and obligations under those agreements are expected to continue as the rights and obligations of the Company following
the Reincorporation, subject to the terms of such agreements.
Following the Effective
Time, the Company’s common stock is expected to continue trading on NYSE American under the symbol “TOPP.” The Company
does not expect any interruption in trading as a result of the Reincorporation.
About Toppoint Holdings Inc.
Toppoint Holdings Inc. (NYSE American: TOPP) is
a truckload services and solutions provider focused on the recycling export supply chain. The Company is a key player in the New Jersey
and Pennsylvania regional trucking market for waste paper, and also transports scrap metal and wooden logs from large waste companies,
recycling centers, and commodity traders to the ports of Newark, NJ and Philadelphia, PA. Toppoint additionally provides import transportation
services at these ports and has expanded into markets including Tampa, Jacksonville, and Miami, FL; Baltimore, MD; Ensenada, Mexico; and
Houston, TX. The Company is incorporated in Nevada and headquartered in North Wales, Pennsylvania.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Such statements include, but are not limited to, statements regarding the Company’s plans, expectations, expansion
strategy, anticipated collections on loan receivables, and financial outlook. Actual results may differ materially from those anticipated
due to factors including changes in market conditions, tariff and trade policy developments, commodity price volatility, port congestion,
fuel costs, competitive dynamics, the Company’s ability to collect on outstanding loan receivables, liquidity constraints, previously
disclosed material weaknesses in internal control over financial reporting, and other risks described in the Company’s filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K filed March 25, 2026 and its Quarterly Report on Form
10-Q for the period ended June 30, 2026. The Company undertakes no obligation to update or revise any forward-looking statements except
as required by law.
Investor Relations Contact
Toppoint Holdings Inc.
1250 Kenas Road, North Wales, PA 19454
Phone: 551-866-1320
NYSE American: TOPP
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