Form 8-K
8-K — Toppoint Holdings Inc.
Accession: 0001213900-26-092615
Filed: 2026-08-21
Period: 2026-08-21
CIK: 0001960847
SIC: 4210 (TRUCKING & COURIER SERVICES (NO AIR))
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0302957-8k_toppoint.htm (Primary)
EX-99.1 — PRESS RELEASE DATED AUGUST 21, 2026 (ea030295701ex99-1.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) August 21, 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 8.01 Other Events.
On August 21, 2026, the Board of Directors of Toppoint Holdings Inc.
(the “Company”) approved the postponement of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”),
which was originally scheduled to be held on August 24, 2026 at 10:00 a.m., Eastern Time. The Annual Meeting is now scheduled to be held
on September 8, 2026 at 10:00 a.m., Eastern Time, in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/TOPP2026.
The Annual Meeting was postponed to provide stockholders with additional
time to receive and review the proxy materials and submit their votes. The close of business on August 7, 2026 remains the record date
for determining stockholders entitled to notice of and to vote at the Annual Meeting. The proposals to be considered and voted upon at
the Annual Meeting remain unchanged.
The Company expects to mail a supplement to its definitive proxy statement
and a revised proxy card reflecting the postponed date of the Annual Meeting to stockholders on or about August 28, 2026.
Stockholders who have already submitted their votes do not need to
take any further action unless they wish to change or revoke their previously submitted proxy or voting instructions. All properly submitted
proxies and voting instructions will remain valid and will be counted at the postponed Annual Meeting unless properly revoked or superseded.
On August 21, 2026, the Company issued a press release announcing the
postponement of the Annual Meeting. A copy of the press release is filed as Exhibit 99.1 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
99.1
Press Release dated August 21, 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 21, 2026
Toppoint Holdings Inc.
By:
/s/ Hok C Chan
Name:
Hok C Chan
Title:
Chief Executive Officer and President
2
EX-99.1 — PRESS RELEASE DATED AUGUST 21, 2026
EX-99.1
Filename: ea030295701ex99-1.htm · Sequence: 2
Exhibit 99.1
Toppoint Holdings Announces Postponement of 2026 Annual Meeting of
Stockholders to September 8, 2026
NORTH WALES, PA, Aug. 21, 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 its 2026 Annual Meeting of Stockholders (the “Annual Meeting”),
originally scheduled for August 24, 2026 at 10:00 a.m., Eastern Time, has been postponed. The Annual Meeting is now scheduled to be held
virtually via live webcast at www.virtualshareholdermeeting.com/TOPP2026 on September 8, 2026 at 10:00 a.m., Eastern Time.
The Annual Meeting has been postponed to provide stockholders with
additional time to receive and review the proxy materials and submit their votes. The record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting remains the close of business on August 7, 2026. The proposals to be presented at the Annual
Meeting remain unchanged.
Stockholders who have already submitted their votes do not need to
take any further action unless they wish to change or revoke their previously submitted proxy or voting instructions. Votes previously
submitted will remain valid and will be counted at the postponed Annual Meeting. Stockholders who have not yet voted are encouraged to
vote using the revised proxy card or voting instruction form that will be mailed to them, or through the Internet or telephone voting
methods described in the revised proxy materials.
All references in the Company’s previously distributed proxy
materials to the date and time of the Annual Meeting shall be deemed to refer to September 8, 2026 at 10:00 a.m., Eastern Time. Stockholders
holding shares through a broker, bank or other nominee should follow the voting instructions provided by that institution.
The Company encourages all stockholders who have not yet voted to submit
their votes promptly.
Important Additional Information
The Company filed its definitive proxy statement for the Annual Meeting
with the Securities and Exchange Commission (the “SEC”) on August 10, 2026. Before making any voting decision, stockholders
are urged to read the definitive proxy statement, any supplements or amendments thereto and any other relevant documents filed or to be
filed with the SEC carefully and in their entirety because they contain important information concerning the Annual Meeting and the matters
to be considered by stockholders.
Stockholders may obtain copies of the definitive proxy statement, any
supplements or amendments thereto and other relevant documents without charge through the SEC’s website at www.sec.gov or at www.proxyvote.com.
The Company and its directors, executive officers and certain other
employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the
Annual Meeting. Information regarding the Company’s directors and executive officers and their interests in the matters to be considered
at the Annual Meeting is included in the definitive proxy statement filed with the SEC on August 10, 2026.
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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