Form 8-K
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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8-K — CURRENT REPORT
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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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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration