false
0001960847
0001960847
2025-12-19
2025-12-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
December 19, 2025
| 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 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
On December 19, 2025, Toppoint
Holdings Inc. (the “Company”) entered into a Share Purchase Agreement (the “SPA”) with Bravion Global Limited,
a British Virgin Islands entity (the “Buyer”), and Hok C. Chan, as seller (“Mr. Chan”). Mr. Chan is also the Company’s
Chief Executive Officer.
Pursuant
to the SPA, Mr. Chan is selling an aggregate of 500,000 shares of the Company’s common stock to the Buyer. Under the terms of the
Agreement, the Company agreed to provide to the Buyer the right to purchase its pro rata portion of any new shares that the Company may
from time to time propose to issue or sell to any Person.
The description
above is qualified in its entirety by reference to the SPA, which is attached as Exhibit 10.1 hereto and incorporated into this Item 1.01
by reference.
Employment
Agreement
On December 19, 2025, the Company entered into
an Employment Agreement (the “Employment Agreement”) with Kah Loong Randy Yeo (“Mr. Yeo”), pursuant to which Mr.
Yeo was appointed as the Company’s new interim Chief Financial Officer.
Pursuant to the Employment Agreement, the Company
agreed to employ Mr. Yeo during the Term (defined below) in the position of interim Chief Financial Officer in which Mr. Yeo will have
such duties and responsibilities to the Company as are customary for such a position in companies comparable to the Company and as are
reasonably assigned, delegated and determined from time to time by the Company’s CEO and as agreed to by Mr. Yeo. The Term of the
Employment Agreement began on December 19, 2025, and will run until such Employment Agreement is terminated by the Company upon fifteen
days’ written notice to Mr. Yeo. Mr. Yeo will receive a base salary for all services to be rendered under the Employment Agreement
at the rate of $5,000 per month. Mr. Yeo will receive standard employee benefits, and is eligible to receive bonuses and awards pursuant
to the Company’s 2022 Equity Incentive Plan.
Except as otherwise disclosed in this current
report, there are no arrangements or understandings between Mr. Yeo, on the one hand, and any other person, on the other hand, pursuant
to which he was selected as the interim Chief Financial Officer of the Company. Additionally, there are no family relationships between
Mr. Yeo, on the one hand, and any director or officer of the Company, on the other hand, or any other related party transaction of the
Company involving Mr. Yeo that would require disclosure under Item 404(a) of Regulation S-K.
The description
above is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated
into this Item 1.01 by reference
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Interim Chief Financial
Officer
In connection with Mr. Yeo’s appointment, as discussed above
in Item 1.01 of this Current Report on Form 8-K, on December 19, 2025, the Company and Mr. Yeo entered into the Employment Agreement.
Mr. Yeo previously was appointed as the Company’s Controller on November 26, 2025. His appointment as interim Chief Financial Officer
was made in connection with the previously announced resignation of John Feliciano III as the Company’s Chief Financial Officer
on December 15, 2025.
Mr. Yeo, 50, is an accomplished finance executive with over 20 years
of experience in public accounting, investment banking, asset management, and financial technology. He has led financial operations, accounting,
and strategic growth for investment funds, fintech startups, and hedge funds. On October 20, 2025, Mr. Yeo was appointed as a member of
the Board of Directors of LQR House Inc., a Nevada corporation (“LQR”). At that time, Mr. Yeo was also appointed as the chairman
of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee of LQR.
From 2021 to 2024, Mr. Yeo served as Chief Financial Officer, Chief Compliance Officer, and Head of Operations at Chiral Global Investors
L.P., where he established and managed an institutional-quality asset management fund and implemented financial strategies that enhanced
reporting transparency and operational scalability. Prior to that, he was U.S. Senior Controller at Riskfield Inc., where he helped guide
the company through a $300 million IPO and streamlined cross-border financial operations. Mr. Yeo previously served as Chief Financial
Officer and Head of Financial Control & Accounting at CITIC Securities International USA, LLC, overseeing financial reporting, forecasting,
and investor relations. Earlier in his career, he held finance leadership roles at Direct Markets Holdings Corp., focusing on compliance,
M&A integrations, and finance transformation initiatives. Mr. Yeo holds a Bachelor of Commerce in Accounting and Management Information
Systems from Deakin University (Australia) and an MBA in Accounting from Maharishi University.
The Employment Agreement disclosure in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.02.
Resignation of Director
On December 19, 2025, Pablo Santana, a member
of the Company’s Board of Directors submitted a letter of resignation to the Board (the “Letter”). Pursuant to the Letter,
Mr. Santana resigned from the Board of Directors effective December 19, 2025.
Mr. Santana’s resignation was due to personal
reasons and not the result of any disagreement with the Company regarding its operations, policies, or practices.
The Company has provided Mr. Santana a copy of
the disclosures it is making in response to this Item 5.02 and has informed him that he may furnish the Company, as promptly as possible
with a letter stating whether he agrees or disagrees with the disclosures made in response to this Item 5.02, and that if he disagrees,
then the Company shall request that he provide the respects in which he does not agree with the disclosures.
Appointment of New Director
In connection with Mr. Santana’s resignation
as a member of the Board of Directors, and as a condition precedent of the SPA, on December 19, 2025, the Board appointed Mr. Chung Ming
Bruce Hui, effective immediately, to serve as a member of the Board. Mr. Hui will be subject to reelection at the Company’s next
annual meeting of stockholders.
Mr. Hui, 49, is a seasoned financial services
executive with over 25 years of experience in Hong Kong’s financial industry, specializing in private wealth management, corporate
wealth solutions, and wealth succession planning. He is a former Licensed Responsible Officer of an insurance brokerage and Head of Business
for a trust company, with deep expertise in regulatory compliance, client advisory, and complex cross-generational wealth structures.
Mr. Hui has a proven track record advising high-net-worth individuals (HNWIs), family businesses, and corporations on long-term financial
planning, asset protection, and legacy preservation. His core competencies include: private and corporate wealth management; wealth succession
and estate planning; trust and fiduciary structures; insurance brokerage and advisory; regulatory and compliance oversight; HNWI and family
office advisory; risk management and asset protection; and cross-border Financial Planning
Mr. Hui will not receive compensation for his
service as a director or member of Board committees before reelection at the Company’s next annual meeting of stockholders. Except
as otherwise disclosed in this current report, there are no arrangements or understandings between Mr. Hui, on the one hand, and any other
person, on the other hand, pursuant to which he was appointed to be a member of the Board of Directors of the Company. Additionally, there
are no family relationships between Mr. Hui, on the one hand, and any director or officer of the Company, on the other hand, or any other
related party transaction of the Company involving Mr. Hui that would require disclosure under Item 404(a) of Regulation S-K.
As of the date of this Report, the Company had not determined on which committees of the Board Mr. Hui would serve.
ITEM 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement,
dated as of December 19, 2025, between Toppoint Holdings Inc., Bravion Global Limited, and Hok C. Chan. |
| 10.2 |
|
Employment Agreement, dated as of December 19, 2025, between Toppoint
Holdings Inc. and Kah Loong Randy Yeo.† |
| 104 |
|
Cover Page Interactive
Data File (embedded with the Inline XBRL document) |
| † | This
exhibit is a management contract or a compensatory plan or arrangement. |
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: December 23, 2025 |
Toppoint Holdings Inc. |
| |
|
| |
/s/ Hok C Chan |
| |
Name: |
Hok C Chan |
| |
Title: |
Chief Executive Officer and President |
