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Form 8-K

sec.gov

8-K — Toppoint Holdings Inc.

Accession: 0001213900-26-088371

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001960847

SIC: 4210 (TRUCKING & COURIER SERVICES (NO AIR))

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0301481-8k_toppoint.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026 (ea030148101ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED AUGUST 12, 2026 (ea030148101ex99-2.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) August 12, 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 2.02 Results of Operations and Financial Condition

On August 12, 2026, Toppoint Holdings Inc.

(the “Company”) issued a press release (the “Press Release”) announcing its financial results for its second

fiscal quarter ended June 30, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Press Release contains certain business updates

and forward-looking statements regarding the Company’s expectations, plans and prospects. The information in this Item 2.02 and

Exhibit 99.1 hereto 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be

expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On August 12, 2026, the Company issued a press release in response to unusual trading activity in the Company’s common stock.

The press release was issued at the request of the NYSE American and in accordance with Section 401(d) of the NYSE American Company

Guide. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated August 12, 2026

99.2

Press Release dated August 12, 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: August 12, 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 AUGUST 12, 2026

EX-99.1

Filename: ea030148101ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

August

12, 2026

Toppoint

Holdings Inc. Reports Second Quarter 2026 Financial Results

Revenue

Up 17% Year-Over-Year to $4.6 Million; Net Loss Narrows 80%; Gross Margin Returns to 8% as Mix Shift Toward Import and Metal Takes Hold

NORTH WALES, PA, Aug. 12, 2026 (GLOBE NEWSWIRE)

-- Toppoint Holdings Inc. (NYSE American: TOPP), a truckload services and solutions provider focused on the recycling export supply

chain, today reported financial results for the second quarter and six months ended June 30, 2026.

Second

Quarter 2026 Highlights

● Revenue

of $4.6 million, up 17% from $4.0 million in Q2 2025

● Gross

profit of $377,517 — an 8% gross margin, compared to a gross loss of $(27,931) in the prior-year quarter

● Net

loss narrowed 80% to $306,711, or $(0.01) per share, from $1,531,523, or $(0.09) per share, in Q2 2025

● Loss

from operations improved 79% to $340,626 from $1,589,113

● General

and administrative expenses down 54% year-over-year to $718,143

● Import

revenue up 32.8%; Metal revenue up 29.7%; Waste Paper returned to growth, up 6.9%

● Completed

a $4.15 million private placement in June 2026, ending the quarter with $4.7 million in cash

“The

second quarter validated the strategy we have been executing for the past several years. We grew revenue 17% while total costs actually

declined, and we returned to positive gross margin — a direct result of shifting our mix toward higher-value import and metal

loads and taking price where the market supported it. Just as importantly, we moved 17% more revenue on essentially flat load volume,

which speaks to the operating discipline our team has built. With a strengthened balance sheet following our June private placement,

we are positioned to invest in the equipment and market expansion that will carry this momentum into the back half of the year.”

— Hok C. Chan, Chief

Executive Officer, Toppoint Holdings Inc.

Second

Quarter Revenue

Revenue

for the three months ended June 30, 2026 was $4,640,068, an increase of $671,144, or 17%, from $3,968,924 in the prior-year quarter.

Growth was driven by expansion into new markets, continued strength in the import vertical, and service price increases implemented in

response to market conditions.

Import

revenue rose 32.8% to $1,635,998 from $1,231,751, reflecting a shift toward higher-value loads and improved rates on import container

movements, combined with increased volume enabled by new, versatile equipment capable of handling additional import containers.

Metal

revenue increased 29.7% to $606,267 from $467,353. Growth reflects higher customer production volumes alongside strong global demand

for recycled non-ferrous material, with elevated commodity prices and constrained domestic outlets continuing to support export flows.

Waste

Paper revenue returned to year-over-year growth, rising 6.9% to $2,225,573 from $2,082,560, driven by improved load pricing per order

on stronger export demand.

Log

revenue was $139,125, up 6.5% from $130,605, with stable customer volumes and revenue per load supported by higher fuel surcharges. Plastic

revenue was $33,105, down 41.6% from $56,655, reflecting continued contraction in export markets for recovered plastics. Plastics remain

a non-core vertical representing an immaterial portion of total revenue.

Margin

and Operating Expense Performance

Cost

of revenue for the second quarter was $4,262,551, up 7% from $3,996,855 in the prior-year quarter — well below the 17% revenue

growth rate. As a result, gross profit improved to $377,517 from a gross loss of $(27,931), and gross margin expanded to 8% from (0.7)%.

General

and administrative expenses decreased 54%, or $843,039, to $718,143 from $1,561,182. The reduction primarily reflects lower professional

fees and the absence of $985,550 in stock-based compensation recognized in the second quarter of 2025.

Total

costs and expenses declined 10% year-over-year to $4,980,694 from $5,558,037, producing a loss from operations of $340,626 — a

79% improvement from $1,589,113 in the prior-year quarter.

Other

income, net was $33,915 for the quarter, compared to a net expense of $(51,228) in Q2 2025, driven by $88,472 of interest income and

a reduction in interest expense to $54,557 from $152,087.

Net

loss for the second quarter of 2026 was $306,711, or $(0.01) per basic and diluted share, compared to a net loss of $1,531,523, or $(0.09)

per share, in the second quarter of 2025.

2

Six-Month

Results

For

the six months ended June 30, 2026, revenue was $8,747,011, an increase of 12% from $7,780,534 in the prior-year period. Import revenue

rose 44.8% to $3,045,081 and Metal revenue rose 72.1% to $1,171,914, more than offsetting an 8.1% decline in Waste Paper revenue to $4,290,590.

Gross

profit for the six-month period was $210,404, up 156% from $82,202. Total costs and expenses were essentially flat at $9,801,706 versus

$9,776,764, as a 39% reduction in general and administrative expenses offset higher cost of revenue. Net loss for the first half of 2026

narrowed 54% to $960,443, or $(0.05) per share, from $2,059,997, or $(0.12) per share.

Operational

Metrics

Total

loads completed (NLC) for the six months ended June 30, 2026 were 10,667, compared to 10,836 in the prior-year period — a decline

of 1.6%. Notably, revenue grew 12% on this modestly lower load count, reflecting a deliberate shift in volume mix toward higher-revenue-per-load

verticals:

● Import

loads increased 25.3% to 3,478, now representing 32.6% of total NLC (up from 25.6%)

● Metal

loads increased 58.0% to 1,278, now representing 12.0% of total NLC (up from 7.5%)

● Waste

Paper loads declined 17.6% to 5,695 as new domestic containerboard capacity absorbed a greater share of recovered fiber

The

Company notes that a portion of the import volume increase reflects customers advancing inbound shipments ahead of anticipated tariff

changes, and does not expect that activity to recur at the same level. Import customer acquisition remains a strategic priority.

Balance

Sheet and Liquidity

As

of June 30, 2026, Toppoint had cash of $4,698,480, compared to $1,202,395 at December 31, 2025. Total assets were $13,898,430 and total

shareholders’ equity was $11,791,115, up from $10,995,741 and $8,621,558, respectively, at year-end 2025. Total liabilities decreased

to $2,107,315 from $2,374,183.

On

June 8, 2026, the Company closed a private placement of 5,000,000 shares of common stock at $0.83 per share, generating gross proceeds

of $4,150,000 and net proceeds of $4,130,000. Proceeds are intended for general corporate and working capital purposes. Shares outstanding

at June 30, 2026 were 24,700,000.

Net

cash used in operating activities for the six-month period improved to $918,415 from $1,139,576 in the prior-year period. The Company

also holds $5.0 million in loan receivables, of which approximately $2.0 million is expected to be collected in 2026 and applied to operations.

3

Business

Outlook

Toppoint

continues to pursue geographic and vertical expansion. Building on its entry into Houston, Texas in 2025, and prior expansion into Tampa,

Jacksonville, and Miami, FL, Baltimore, MD, and Ensenada, Mexico, the Company intends to explore international opportunities in Latin

America, including Chancay, Peru, in the near future.

Management

expects continued benefit from its equipment strategy, which permits double usage of a single container across import and export movements

— reducing idle time, improving asset utilization, and strengthening the Company’s competitive position in high-volume port

operations. Toppoint’s proprietary AI-enabled logistics software continues to support dispatch efficiency and load tracking across

the export drayage vertical.

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. Toppoint 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

#

# #

4

EX-99.2 — PRESS RELEASE DATED AUGUST 12, 2026

EX-99.2

Filename: ea030148101ex99-2.htm · Sequence: 3

Exhibit 99.2

Toppoint Holdings Inc. Comments on Unusual Trading Activity

NORTH WALES, PA, Aug. 12, 2026 (GLOBE NEWSWIRE) -- Toppoint Holdings

Inc. (“Toppoint”) (NYSE American: TOPP), a truckload services and solutions provider focused on the recycling export supply

chain, today issued the following statement pursuant to Section 401(d)

of the NYSE American Company Guide and at the request of the NYSE American, in connection with its unusual trading activity in the Company’s

common stock on August 10, 2026:

The Company has conducted internal review and inquiries and confirms

that it is not aware of any material, undisclosed corporate developments that would account for the unusual trading activity observed

fon August 10, 2026.

Toppoint will continue to monitor trading activity and will comply with its disclosure obligations under applicable law and NYSE American

listing standards. Investors are encouraged to rely only on Toppoint’s official press releases and filings with the U.S. Securities

and Exchange Commission for accurate and up-to-date information.

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. Toppoint 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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-Name Securities Act

-Number 230

-Section 425

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