TOPPOINT HOLDINGS INC.

Rhea-AI Summary

Toppoint Holdings (OTC:TOPP) announced that A.G.P./Alliance Global Partners, the representative of the underwriters in the company's recent public offering, has waived a lock-up restriction on 7,500,000 shares held by an officer.

The waiver is effective immediately, and those shares may be sold on or after December 3, 2025. The release notes this is not an offer for sale in jurisdictions where offers are prohibited and that U.S. sales require registration or an exemption under the Securities Act of 1933.

Positive

• 7,500,000 shares cleared for immediate sale by waiver
• Potentially increases liquidity in TOPP trading

Negative

• Immediate sale of 7,500,000 shares could exert downward pressure on price
• No disclosure of insider's planned sale timing or size creates uncertainty for investors

News Market Reaction

-4.42%

5 alerts

-4.42% News Effect

+12.1% Peak Tracked

-9.9% Trough Tracked

-$1M Valuation Impact

$23M Market Cap

0.7x Rel. Volume

On the day this news was published, TOPP declined 4.42%, reflecting a moderate negative market reaction. Argus tracked a peak move of +12.1% during that session. Argus tracked a trough of -9.9% from its starting point during tracking. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $1M from the company's valuation, bringing the market cap to $23M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares under waiver: 7,500,000 shares

1 metrics

Shares under waiver 7,500,000 shares Officer shares released from lock-up

Market Reality Check

Price: $0.7500 Vol: Volume 9,166 is 0.22x the...

low vol

$0.7500 Last Close

Volume Volume 9,166 is 0.22x the 20-day average of 41,035, indicating muted trading ahead of this news. low

Technical Shares at $1.09 are trading below the 200-day MA of $1.62 and well below the 52-week high of $4.50.

Peers on Argus

Peers show mixed moves, from -60.66% (YGMZ) to modest gains like 1.05% (ULH), wh...

Peers show mixed moves, from -60.66% (YGMZ) to modest gains like 1.05% (ULH), while TOPP was up 0.93%, suggesting this lock-up waiver is a company-specific event rather than a broad trucking-sector move.

Historical Context

5 past events · Latest: Dec 03 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Lock-up waiver	Negative	-4.4%	Underwriter waived lock-up on 7,500,000 officer-held shares.
Nov 14	Q3 2025 results	Neutral	+0.0%	Q3 revenue growth with non-cash-driven net loss and higher equity base.
Sep 03	Client acquisition	Positive	+6.2%	Major recycling client expected to add up to $800,000 annual revenue.
Aug 14	Q2 2025 earnings	Negative	-8.5%	Revenue decline year-over-year with mixed segment performance in Q2.
Jun 11	Strategic MOU	Positive	+1.1%	MOU to develop sustainable waste management in Chancay, Peru.

Pattern Detected

Recent TOPP headlines, whether operational wins or financings, have generally seen price moves that align with the apparent positive or negative tone of the news.

Recent Company History

This announcement follows a series of growth- and capital-markets-related developments for Toppoint. Q2 and Q3 2025 results highlighted shifting revenue mix and non-cash stock-based compensation impacts. The company pursued expansion via a major recycling client acquisition and an MOU in Peru for sustainable waste management. On Dec 03, 2025, the underwriter’s waiver on 7,500,000 locked-up shares and related 8‑K disclosures added governance and capital-structure changes to the storyline, fitting into an active corporate transition phase.

Market Pulse Summary

This announcement centers on the underwriter waiving a lock-up restriction on 7,500,000 officer-held...

Analysis

This announcement centers on the underwriter waiving a lock-up restriction on 7,500,000 officer-held shares, allowing those shares to be sold immediately. It follows an active period of earnings reports, client expansion, and governance changes for Toppoint. Investors may focus on how any resulting share sales interact with a stock trading below its 200-day moving average and well under its 52-week high, alongside ongoing execution in new contracts and international waste-management initiatives.

Key Terms

lock-up restriction, public sale, securities, registration, +1 more

5 terms

lock-up restriction financial

"are waiving a lock-up restriction with respect to 7,500,000 shares"

A lock-up restriction is a rule that prevents certain people involved in a company from selling their shares for a set period after a company goes public or raises new funding. This helps stabilize the company's stock price by limiting early sales that could cause large fluctuations. Investors pay attention to these restrictions because once they expire, there may be a surge in shares available for sale, which can impact the stock's value.

public sale financial

"the Company’s recent public sale of shares of its common stock"

A public sale is when a company offers its shares or tokens to the general public for purchase, allowing anyone interested to buy into it. Think of it like a store opening its doors to the public to sell products; for investors, it’s an opportunity to buy a stake early on and participate in the potential growth of the company or project. This process helps raise funds and makes ownership accessible to a wide audience.

securities regulatory

"This press release is not an offer for sale of the securities in the United States"

Securities are financial investments that represent a claim on part of a company's assets or earnings, such as stocks or bonds. They are like certificates proving ownership or debt, which can be bought and sold in financial markets. Securities matter to investors because they offer opportunities to grow wealth, earn income, or manage risk through different types of investments.

registration regulatory

"may not be offered or sold in the United States absent registration or an exemption"

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

exemption from registration regulatory

"absent registration or an exemption from registration under the United States"

Exemption from registration means that certain financial instruments or offerings are not required to go through a formal registration process with regulatory authorities. This can make it easier and faster for companies to raise money or offer securities to investors. For investors, it matters because it may affect how much information is available about the investment and the level of oversight involved.

AI-generated analysis. Not financial advice.

NORTH WALES, Pa., Dec. 03, 2025 (GLOBE NEWSWIRE) -- Toppoint Holdings Inc. (the “Company”) announced today that A.G.P./Alliance Global Partners, the representative of the underwriters in the Company’s recent public sale of shares of its common stock, are waiving a lock-up restriction with respect to 7,500,000 shares of its common stock held by an officer of the Company. The waiver will take effect immediately, and the shares of its common stock may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

About Toppoint Holdings Inc.


Toppoint Holdings Inc. (NYSE American: TOPP) is a truckload services and logistics provider focused on the recycling export supply chain. The Company transports waste paper, scrap metal, logs, and other commodities from major waste companies and recycling centers to ports along the U.S. East Coast, including Newark, Philadelphia, and Baltimore. Toppoint’s integrated platform leverages AI-driven software to enhance efficiency and data visibility across its operations. For more information, please visit www.toppointtrucking.com.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” as defined under the federal securities laws. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim,” and “anticipate,” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the Securities and Exchange Commission available at www.sec.gov.

Investor Relations Contact:
Toppoint Holdings Inc.
1250 Kenas Road
North Wales, PA 19454
Phone: (551) 866-1320
Email: investors@toppointtrucking.com

FAQ

What did Toppoint Holdings (TOPP) announce on December 3, 2025 about a lock-up waiver?

A.G.P./Alliance Global Partners waived a lock-up restriction allowing an officer to sell 7,500,000 shares effective immediately.

When can the officer sell the 7,500,000 TOPP shares after the December 3, 2025 waiver?

The shares may be sold on or after December 3, 2025, since the waiver takes effect immediately.

Does the December 3, 2025 Toppoint lock-up waiver constitute a public offering of TOPP shares?

No; the release specifies it is not an offer for sale and U.S. sales require registration or an exemption under the Securities Act.

How many TOPP shares were affected by the underwriter lock-up waiver announced December 3, 2025?

7,500,000 shares held by an officer were waived from the lock-up.

Could the December 3, 2025 lock-up waiver for TOPP shares affect existing shareholders?

Yes; immediate availability of 7,500,000 shares could increase supply and affect market price or liquidity.