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2026-03-25
2026-03-25
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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)
March 25, 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 2.02. Results of Operations
and Financial Condition.
On
March 25, 2026, Toppoint Holdings Inc. (the “Company”) issued a press release regarding the Company’s financial results
for its fiscal year ended December 31, 2025. A copy of the press release issued by the Company concerning the foregoing results is furnished
hereto as Exhibit 99.1.
The
information in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto are intended to be “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. Except as shall be expressly
set forth by specific reference in such filing, the information contained herein and in the accompanying exhibit shall not be incorporated
by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
ITEM 9.01. Financial Statements
and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 25, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: March 25, 2026 |
Toppoint Holdings Inc. |
| |
|
| |
/s/ Hok C Chan |
| |
Name: |
Hok C Chan |
| |
Title: |
Chief Executive Officer and President |
Exhibit 99.1
Toppoint Holdings Provides 2025 Year-End Business
Update
Import and Scrap Metal Growth Drive Revenue
Expansion While Strategic Investments Build Long-Term Scale
North Wales, PA, March 25, 2026 (GLOBE NEWSWIRE) -- Toppoint
Holdings Inc. (“Toppoint” or the “Company”) today provided a business update for the year ended December 31, 2025.
Toppoint continued to execute its long-term growth strategy during
2025, expanding its business mix, strengthening relationships with customers across the recycling export and import supply chain, and
investing in infrastructure and technology to support scale. Revenue increased year over year, driven by strong growth in import freight
and scrap metal transportation, which more than offset lower waste paper revenue in a still-soft recovered paper export market.
During the year, the Company continued expanding its footprint domestically
and internationally, including progress in Ensenada, Mexico and Texas, while broadening its capabilities through import drayage growth,
refrigerated logistics initiatives, and continued fleet and chassis modernization. Toppoint also strengthened its operating foundation
as a newly public company following its January 2025 NYSE American listing.
“Compared with 2024, in 2025, Toppoint delivered revenue growth, expansion in both its import and metal businesses, and meaningful progress in diversifying the Company’s commodity mix and geographic footprint. While waste paper remained soft, the growth we achieved in emerging segments demonstrates the strength and adaptability of our platform. We also made important investments in chassis infrastructure, technology and operating capabilities that we believe position us to support customers more effectively.”
— Hok C. Chan, Chief Executive Officer |
2025 Business Highlights
| ● | Revenue increased 3.2% year over year to $16.5 million, reflecting strong growth in import and scrap metal transportation. |
| ● | Import revenue increased 36.0% to $4.8 million, while import loads increased 54.7% to 6,275. |
| ● | Scrap metal revenue increased 77.4% to $2.0 million, while waste metal loads increased 94.1% to 2,413. |
| ● | Cash increased to $1.2 million at year end, total assets increased to $11.0 million, and shareholders’ equity increased to $8.6 million. |
Financial results for the year ended December 31, 2025
For the year ended December 31, 2025, revenue totaled $16,548,734 compared
to $16,039,513 in 2024, an increase of $509,221 or 3.2%. The increase in revenue was primarily attributable to growth in import freight
and scrap metal transportation, supported by expanded direct customer relationships and growth in emerging segments.
Cost of revenues were $16,051,009 in 2025 compared to $14,270,913 in
2024. Gross profit was $497,725 in 2025 compared to $1,768,600 in 2024. Gross margin was 3.0% in 2025 compared to 11.0% in 2024, reflecting
a mix shift, operating investment, and higher overall cost structure as the Company scaled its platform.
Selling, general and administrative expenses were $7,875,263 in 2025
compared to $2,414,351 in 2024. The increase was driven primarily by public company costs, stock-based compensation, personnel expansion,
and professional services supporting the Company’s growth initiatives.
Net loss for 2025 was $(7,344,586) compared to net income of $174,871
in 2024. Included in the 2025 result was significant non-cash stock-based compensation expense.
Selected Financial Metrics
| Metric | |
2025 | | |
2024 | | |
YoY | |
| Revenue | |
$ | 16,548,734 | | |
$ | 16,039,513 | | |
| +3.2 | % |
| Cost of revenue | |
$ | 16,051,009 | | |
$ | 14,270,913 | | |
| +12.5 | % |
| Gross profit | |
$ | 497,725 | | |
$ | 1,768,600 | | |
| -71.9 | % |
| Gross margin | |
| 3.0 | % | |
| 11.0 | % | |
| -8.0 pts | |
| Selling, general and administrative | |
$ | 7,875,263 | | |
$ | 2,414,351 | | |
| +226.2 | % |
| Net (loss) income | |
$ | (7,344,586 | ) | |
$ | 174,871 | | |
| N/M | |
| Cash | |
$ | 1,202,395 | | |
$ | 557,619 | | |
| +115.6 | % |
| Total assets | |
$ | 10,995,741 | | |
$ | 4,985,912 | | |
| +120.5 | % |
| Shareholders’ equity | |
$ | 8,621,558 | | |
$ | 2,541,874 | | |
| +239.2 | % |
Revenue by Commodity
| Commodity | |
2025 | | |
2024 | | |
YoY | |
| Paper | |
$ | 9,153,668 | | |
$ | 10,709,992 | | |
| -14.5 | % |
| Import | |
$ | 4,837,876 | | |
$ | 3,556,824 | | |
| +36.0 | % |
| Metal | |
$ | 2,041,790 | | |
$ | 1,150,794 | | |
| +77.4 | % |
| Log | |
$ | 345,700 | | |
$ | 293,645 | | |
| +17.7 | % |
| Plastic | |
$ | 169,700 | | |
$ | 328,258 | | |
| -48.3 | % |
Loads Completed by Business Vertical
NLC information is management-reported operational data presented
in the 2025 Form 10-K.
| Vertical | |
2025 Loads | | |
2024 Loads | | |
YoY | |
| Waste Paper | |
| 13,232 | | |
| 16,641 | | |
| -20.5 | % |
| Waste Metal | |
| 2,413 | | |
| 1,243 | | |
| +94.1 | % |
| Forestry | |
| 315 | | |
| 271 | | |
| +16.2 | % |
| Import | |
| 6,275 | | |
| 4,057 | | |
| +54.7 | % |
| Others | |
| 208 | | |
| 453 | | |
| -54.1 | % |
| Total | |
| 22,443 | | |
| 22,665 | | |
| -1.0 | % |
About Toppoint Holdings Inc.
Established in 2014 and headquartered in North Wales, Pennsylvania,
Toppoint Holdings Inc. specializes in the transport of wastepaper, scrap metal, wooden logs and import/export cargo for large waste companies,
recycling centers and commodity traders. The Company’s operations extend to major ports including Newark, NJ and Philadelphia, PA,
with continued expansion into additional domestic and international markets.
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 SEC.
Investor Relations Contact:
Toppoint Holdings Inc.
1250 Kenas Road
North Wales, PA 19454
Phone: (551) 866-1320
Email: investors@toppointtrucking.com
