Toppoint Holdings Inc. Announces Anticipated Reincorporation from Nevada to Delaware

Toppoint plans a Nevada-to-Delaware move with a 1:1 share conversion and a large increase in authorized common shares but no trading interruption.

Rhea-AI Summary

Toppoint Holdings (TOPP) plans to reincorporate from Nevada to Delaware, with effectiveness expected on or about September 25, 2026, subject to required state filings and customary conditions.

At the effective time, each outstanding common share will automatically convert into one Delaware common share with the same par value, and existing stock certificates or book-entry positions will continue to represent the same number of shares without any action by stockholders. All outstanding options, warrants, RSUs and other equity rights will remain in place on the same terms, under existing equity plans. Authorized common shares are expected to increase from 300,000,000 to 1,000,000,000, without by itself issuing new shares or changing shares outstanding. The company does not expect changes to its operations or NYSE American listing, and its stock is expected to keep trading under the symbol “TOPP.”

Positive

• Reincorporation to Delaware expected without changes to operations or management
• Existing shares, options and other equity awards convert on a 1:1 basis with no holder action required
• TOPP common stock expected to continue trading on NYSE American with no interruption

Negative

• Authorized common shares to rise from 300,000,000 to 1,000,000,000, enabling future dilution
• Reincorporation entails additional one-time costs for the company

News Explained

Stockholders approved the reincorporation on September 8, 2026, but as of September 14, 2026 it remains pending required state filings and other conditions, so the company has not yet become a Delaware corporation.

Market Context

Before publication, TOPP’s prior close was $0.16; the announced conversion preserved one-for-one com...

Analysis

Before publication, TOPP’s prior close was $0.16; the announced conversion preserved one-for-one common-stock treatment and expected continued NYSE American trading, framing the corporate change against the stock’s pre-event market position.

Key Figures

Effective date: September 25, 2026 Authorized shares: 300,000,000 to 1,000,000,000 shares Common share conversion: 1 share for 1 share

Effective date

September 25, 2026

Expected effective time for the reincorporation

Authorized shares

300,000,000 to 1,000,000,000 shares

Expected increase at the Effective Time

Common share conversion

1 share for 1 share

Each outstanding common share converts into one Delaware corporation share

Key Terms

plan of conversion, certificate of conversion, fully paid and nonassessable, par value

4 terms

plan of conversion regulatory

"pursuant to a plan of conversion (the “Plan of Conversion”)"

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

certificate of conversion regulatory

"a Certificate of Conversion with the Secretary of State"

A certificate of conversion is the formal, recorded document that proves a company has legally changed its type or moved its legal home — for example from a limited liability company to a corporation or from one state/country to another. Investors care because that change can alter ownership rules, voting rights, tax treatment and how shares are issued or transferred; the certificate is the official paper trail that makes the new structure enforceable, like a vehicle’s updated registration after you change its title.

fully paid and nonassessable financial

"one validly issued, fully paid and nonassessable share"

Shares described as "fully paid and nonassessable" are stock for which the buyer has already paid the full required purchase price and the issuing company cannot legally require the shareholder to pay any additional money later. For investors, this means their liability to the company for those shares is limited to the amount already paid, so they cannot be forced to cover future company expenses or capital shortfalls tied to those shares — similar to buying a product outright so the seller can’t later demand more money.

par value financial

"common stock, par value $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Do Toppoint stockholders need to exchange their share certificates or take any action?

At the effective time, each certificate or book-entry position representing Toppoint common stock will automatically represent the same number of shares of common stock of the Delaware corporation. No exchange of certificates or other stockholder action is required solely due to the Reincorporation.

What happens to existing options, warrants, RSUs and other equity awards after the Reincorporation?

Each outstanding option, warrant, restricted stock unit or other right to acquire, and each security convertible into, Toppoint common stock will continue as a corresponding right or convertible security for an equal number of shares of common stock of the Delaware corporation on the same terms and conditions. Each equity plan under which such awards were granted will continue as an equity plan of the company after the Reincorporation.

Will the Reincorporation change Toppoint’s business operations or financial position?

The Reincorporation is not expected to result in any change in Toppoint’s headquarters, business operations, management, properties, offices or facilities, number of employees, obligations, assets, liabilities or net worth, other than the costs incident to the Reincorporation.

How will Toppoint’s corporate governance documents and governing law change?

After the Reincorporation, Toppoint will be a Delaware corporation. Its affairs will no longer be governed by Nevada law and its existing Articles of Incorporation and Bylaws, but instead by Delaware law, a new Delaware Certificate of Incorporation and bylaws adopted in connection with the Reincorporation.

What conditions must be satisfied for the Reincorporation to become effective?

The Reincorporation is expected to become effective on or about September 25, 2026, subject to completion and acceptance of required filings with the Nevada and Delaware Secretaries of State and the satisfaction of other customary conditions.

Does the increase in authorized shares immediately change the number of shares outstanding?

No. The authorized common shares are expected to increase from 300,000,000 to 1,000,000,000 at the effective time, but this change will not by itself result in the issuance of additional shares or otherwise change the number of shares issued and outstanding.