8-K
Toppoint Holdings Inc. (TOPP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported)
August 14, 2025
| Toppoint Holdings Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-42471 | 92-2375560 |
| --- | --- | --- |
| (State or other<br> jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>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)) |
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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 August 14, 2025, Toppoint Holdings Inc. (the “Company”) issued a press release regarding the Company’s financial results for its second fiscal quarter ended June 30, 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 August 14, 2025 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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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: August 14, 2025 | Toppoint Holdings Inc. | |
|---|---|---|
| /s/ Hok C Chan | ||
| Name: | Hok C Chan | |
| Title: | Chief Executive Officer and President |
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Exhibit 99.1
Toppoint Holdings Inc. Reports Second Quarter 2025 Results; Import and Metal Expands ****
Waste paper remains the largest revenue and volume driver; importsand metals continue to scale
North Wales, PA, Aug. 14, 2025 (GLOBE NEWSWIRE) -- Toppoint Holdings Inc. (NYSE American: TOPP) (“Toppoint” or the “Company”), a truckload services and logistics provider focused on the recycling export supply chain, today announced financial results for the second quarter ended June 30, 2025.
Second Quarter 2025 Highlights
| ● | Revenue: $3.97 million (Q2’25) vs. $4.70 million (Q2’24). |
|---|---|
| ● | Commodity momentum: metals grew strongly year-over-year;<br>imports remained a core contributor with year-to-date growth. |
| --- | --- |
“Waste paper remains a deep rooted revenue stream of our Company by both revenue and loads,” said Hok C. Chan, Chief Executive Officer. “In Q2, paper contributed more than half of total revenue and roughly two-thirds of loads. We continue to prioritize service reliability, turn times, and lane density of the ports to enable growth of our export customers while we scale imports and metals.”
“Imports and metals continued to build share, and add revenue throughout the route. We maintained a disciplined cost posture,” added John Feliciano III, Chief Financial Officer. “The balance sheet remains solid, and we are investing in equipment and technology to support execution in our core commodities.”
Waste Paper Focus
Paper revenue was $2,082,560 in Q2’25 (-23.2% YoY) and $4,670,575 year-to-date (-14.4% YoY). Paper represented 52.5% of Q2 revenue and 60.0% year-to-date. On a volume basis, waste paper accounted for approximately 6,915 loads in the first half of 2025, or 63.8% of total loads.
Commodity Detail (Q2 and Year-to-Date)
| ● | Paper: $2,082,560 in Q2’25 (-23.2% YoY), mix 52.5%<br>— $4,670,575 YTD (-14.4% YoY), mix 60.0%. |
|---|---|
| ● | Import: $1,231,751 in Q2’25 (-16.2% YoY), mix 31.0%<br>— $2,102,465 YTD (+1.0% YoY), mix 27.0%. |
| --- | --- |
| ● | Metal: $467,353 in Q2’25 (+38.0% YoY), mix 11.8% —<br>$680,996 YTD (+23.8% YoY), mix 8.8%. |
| --- | --- |
| ● | Log: $130,605 in Q2’25 (+53.5% YoY), mix 3.3% —<br>$214,053 YTD (+32.7% YoY), mix 2.8%. |
| --- | --- |
| ● | Plastic: $56,655 in Q2’25 (-39.6% YoY), mix 1.4% —<br>$112,445 YTD (-37.1% YoY), mix 1.4%. |
| --- | --- |
Mix & Volume Metrics (Year-to-Date)
Loads: 10,836 in the first half of 2025 vs. 11,517 in same period in 2024. Mix by category (YTD25): Waste paper 63.8%, Import 25.6%, Metal 7.5%, Plastic 1.3%, Forestry 1.8%.
Strategic & Operational Updates
| ● | Metals platform: Topp Metals Inc. established on June 4, 2025 to support growth opportunities in<br> scrap metals logistics. |
|---|---|
| ● | Equipment & technology: Continued investments to enhance<br>fleet capacity and operational systems to serve core commodities. |
| --- | --- |
Second Quarter & Year-to-Date Results
Q2 revenue was $3.97 million; the year-over-year comparison reflects normalization from 2024’s atypical Q2 environment. Year-to-date revenue was $7.78 million vs. $8.43 million in the prior year.
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About Toppoint
Toppoint provides truckload services and logistics solutions focused on the recycling export supply chain, serving regional markets anchored by the Ports of Newark, NJ and Philadelphia, PA, with additional activity in Tampa and Miami, FL. The Company’s commodity portfolio includes waste paper, scrap metal, logs, plastic, and import containers. For additional information, please go to https://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 Contact
Toppoint Holdings Inc.
1250 Kenas Road, North Wales, PA 19454
Tel: (551) 866-1320
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