Toppoint approves 1-for-5 reverse split amid halt

Q: What reverse split did TOPP approve, and when does it plan to effect it?

The board approved a 1-for-5 reverse stock split on November 11, 2026. Toppoint seeks to effect it by November 23, 2026, or as soon as possible thereafter.

Available on EDGAR 11/12/2026 - 12:55 PM EST Accepted by SEC EDGAR 11/12/2026 - 12:54 PM EST

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Toppoint Holdings Inc. said NYSE American notified it that it did not meet continued-listing standards because its common stock had sold at a low price per share for a substantial period. The exchange said it halted trading and that the halt would continue until the company implements a reverse split as soon as practicable. The board approved a 1-for-5 reverse split on November 11, 2026, under authority stockholders approved on September 8, 2026, for a ratio ranging from 1-for-2 to 1-for-900. Toppoint is implementing the split and seeks to effect it by November 23, 2026, or as soon as possible thereafter.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

How the balance works

Positive

None.

Negative

Major pointNYSE American trading remains halted until Toppoint implements the 1-for-5 reverse split.

Filing Explained

The approved 1-for-5 split changes the unit of ownership: a reverse split reduces the share count and raises the per-share price proportionally, while the split itself does not change company value.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Board-approved reverse split ratio: 1-for-5 Stockholder-approved reverse split ratio range: 1-for-2 to 1-for-900 Target date to effect reverse split: November 23, 2026

3 metrics

Board-approved reverse split ratio 1-for-5 Approved November 11, 2026

Stockholder-approved reverse split ratio range 1-for-2 to 1-for-900 Approved September 8, 2026

Target date to effect reverse split November 23, 2026 Toppoint seeks to effect the split by this date or as soon as possible thereafter

Key Terms

continued listing standards, reverse stock split

2 terms

continued listing standards regulatory

"not in compliance with the continued listing standards"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

reverse stock split technical

"implements a reverse stock split of its common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Stock Split

1-for-5 reverse split

Split Ratio 1-for-5 reverse split

FAQ

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

Why is TOPP trading halted?

NYSE American said it halted trading in Toppoint’s common stock after notifying the company that it was not meeting continued-listing standards because the stock had sold at a low price per share for a substantial period. The exchange said the halt would continue until the company implements the reverse split as soon as practicable.

What reverse split did TOPP approve, and when does it plan to effect it?

The board approved a 1-for-5 reverse stock split on November 11, 2026. Toppoint seeks to effect it by November 23, 2026, or as soon as possible thereafter.

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

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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) November 10, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 10, 2026, Toppoint Holdings Inc. (the “Company”) was informed by the NYSE American LLC (the “NYSE American”) via telephone that the Company is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide, notifying the Company that its stock has been selling for a low price per share for a substantial period of time. Further, the NYSE American informed the Company that it had halted trading of the Company’s common stock and that such halt in trading would continue until the Company as soon a practicable implements a reverse stock split of its common stock.

At its annual meeting of stockholders held on September 8, 2026, the Company’s stockholders approved a reverse stock split at a ratio of 1-for-2 to 1- for- 900, with the ratio within such range to be determined at the discretion of the Company’s’ Board of Directors (the “Board”). On November 11, 2026, the Board approved effecting a 1-for-5 reverse stock split (the “Reverse Split”). The Company is in the process of implementing the Reverse Split and seeks to effect the Reverse Split by November 23, 2026 or as soon as possible thereafter.

This report contains forward-looking statements, including, but not limited to, the Company’s ability to maintain its listing on NYSE American and the effect of the Reverse Split on the Company’s stock price. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

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: November 12, 2026	Toppoint Holdings Inc.

	By:	/s/ Hok C Chan
	Name:	Hok C Chan
	Title:	Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents