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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) May 19, 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 1.01 Entry into a Material Definitive
Agreement.
On May 19, 2026, Toppoint Holdings Inc., a Nevada
corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain
investors (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a
private placement, an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”),
at a purchase price of $0.83 per share, for aggregate gross proceeds to the Company of $4,150,000.
The purchase price was the “Minimum
Price” as defined in Section 713 of the NYSE American LLC Company Guide on May 18, 2026. The closing of the sale of the Shares
(the “Closing”) is expected to occur on or around May 28, 2026, following the satisfaction or waiver of the conditions
set forth in the Purchase Agreement.
Pursuant to the Purchase Agreement, the Company
agreed, among other things, to issue the Shares to the Purchasers against payment of the applicable purchase price by wire transfer of
immediately available funds. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and
termination provisions for a transaction of this nature. The Company agreed to use the net proceeds from the sale of the Shares for general
corporate and working capital purposes.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference.
The Shares were offered and sold by the Company
in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and/or Rule 506(b) of Regulation D and Regulation S promulgated thereunder. In connection with the sale of the Shares, the
Company relied on the representations of each Purchaser, including, as applicable, that such Purchaser is an “accredited investor”
within the meaning of Rule 501(a) of Regulation D and/or is not a U.S. person and was acquiring the Shares in an offshore transaction
in compliance with Regulation S. The Shares have not been registered under the Securities Act or applicable state securities laws and
may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated May 19, 2026, by and among Toppoint Holdings Inc. and the purchasers thereto.* |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| * | Certain identified information has been omitted from this exhibit
because it is not material and is the type that the registrant treats as private or confidential. In addition, certain personal information
has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted
copy of this exhibit to the Securities and Exchange Commission upon request. |
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: May 26, 2026 |
Toppoint Holdings Inc. |
| |
|
|
| |
By: |
/s/ Hok C Chan |
| |
Name: |
Hok C Chan |
| |
Title: |
Chief Executive Officer and President |
