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)
November 14, 2025
| Toppoint Holdings Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-42471 | 92-2375560 |
| --- | --- | --- |
| (State or other 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)) |
| --- | --- |
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 November 14, 2025, Toppoint Holdings Inc. (the “Company”) issued a press release regarding the Company’s financial results for its third fiscal quarter ended September 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 November 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: November 14, 2025 | Toppoint Holdings Inc. | |
|---|---|---|
| /s/ Hok C Chan | ||
| Name: | Hok C Chan | |
| Title: | Chief Executive Officer and President |
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Exhibit99.1
Toppoint Holdings Inc. Reports Third Quarter and First Nine-Month Results Reflecting Growth in Emerging Commodity Segments Despite Global Tariff Pressures
NORTH WALES, PA, November 14, 2025 (GLOBE NEWSWIRE) — Toppoint Holdings Inc. (NYSE American: TOPP) (“Toppoint” or the “Company”), a truckload services and logistics provider specializing in the recycling export supply chain, today announced financial results for the third quarter and the nine months ended September 30, 2025. Despite the impact of U.S. tariffs on certain international trade routes, the Company continued to demonstrate resilience and growth across key emerging segments, particularly in metal and import commodities, reflecting the strength of its strategic equipment investments and operational execution.
Third Quarter 2025 Highlights
| ● | Revenue:<br> $4.49 million, compared to $3.74 million in Q3 2024, a year-over-year increase of 20%. |
|---|---|
| ● | Strong<br> performance in emerging commodities: Import-related services rose 115% to $1.58 million,<br> and metal shipments increased to $716,000. |
| --- | --- |
| ● | Operational<br> investment: Continued fleet upgrades, equipment optimization, and software integration improved<br> efficiency and reduced downtime. |
| --- | --- |
| ● | Net<br> loss: $(4.15) million, primarily due to non-cash stock-based compensation of $3.78 million. |
| --- | --- |
Nine-Month 2025 Highlights
| ● | Revenue:<br> $12.28 million, consistent with $12.17 million in the prior year period. |
|---|---|
| ● | Import<br> and Metal growth: Combined import and metal segment revenues increased 37% year-over-year<br> to $5.08 million. |
| --- | --- |
| ● | Technology<br> investments: Continued investment in AI-driven logistics and proprietary software infrastructure. |
| --- | --- |
| ● | Balance<br> Sheet Strength: Total assets grew to $10.7 million as of September 30, 2025, from $5.0 million<br> at December 31, 2024. |
| --- | --- |
| ● | Shareholders’<br> Equity: Increased to $9.16 million, up from $2.54 million at year-end 2024. |
| --- | --- |
CEO Commentary
“Our growth this quarter demonstrates that having the right equipment and focus on strategic commodities positions us to thrive even amid complex trade environments,” said Hok C. Chan, Chief Executive Officer of Toppoint. “Despite tariff headwinds, our investment in advanced technology, specialized chassis, and cross-port efficiency continues to drive expansion in high-demand verticals such as metals and imports. We’re confident our performance trajectory reflects strength and adaptability in our core markets.”
Financial Results
Q3 2025 Results of Operations
| Three Months Ended <br> September 30, | Increase<br> (Decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | |||||||||
| Revenue | $ | 4,494,932 | $ | 3,736,672 | 20 | % | |||||
| Costs and expenses | |||||||||||
| Costs of revenue | 3,124,049 | 3,279,109 | ) | (5 | )% | ||||||
| General and administrative | 5,600,635 | 892,709 | 527 | % | |||||||
| 8,724,684 | 4,171,818 | 109 | % | ||||||||
| Loss from operations | (4,229,752 | ) | (435,146 | ) | ) | (872 | )% | ||||
| Total other income, net | 83,095 | 407,762 | ) | (80 | )% | ||||||
| Net loss before income taxes | (4,146,657 | ) | (27,384 | ) | ) | (15,042 | )% | ||||
| Provision for (benefit from) income taxes | - | 138 | ) | (100 | )% | ||||||
| Net loss | $ | (4,146,657 | ) | $ | (27,522 | ) | ) | (14,966 | )% |
All values are in US Dollars.
First Nine Months of 2025 Results of Operations
| Nine months Ended <br> September 30, | Increase (Decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % | |||||||||
| Revenue | $ | 12,275,466 | $ | 12,167,956 | 1 | % | |||||
| Costs and expenses | |||||||||||
| Costs of revenue | 9,951,296 | 10,378,455 | ) | (4 | )% | ||||||
| General and administrative | 8,550,152 | 1,870,654 | 357 | % | |||||||
| 18,501,448 | 12,249,109 | 51 | % | ||||||||
| (Loss) income from operations | (6,225,982 | ) | (81,153 | ) | ) | (7,572 | )% | ||||
| Total other income, net | 4,170 | 405,021 | ) | (99 | )% | ||||||
| Net (loss) income before income taxes | (6,221,812 | ) | 323,868 | ) | (2,021 | )% | |||||
| Provision for (benefit from) income taxes | (15,159 | ) | 96,182 | ) | (116 | )% | |||||
| Net (loss) income | $ | (6,206,653 | ) | $ | 227,686 | ) | (2,826 | )% |
All values are in US Dollars.
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Condensed Consolidated Balance Sheets
| December 31, <br> 2024 | ||||
|---|---|---|---|---|
| Assets | ||||
| Current Assets | ||||
| Cash | 463,352 | $ | 557,619 | |
| Accounts receivable, net | 1,512,449 | 1,203,001 | ||
| Contract assets | 159,038 | 88,153 | ||
| Deferred offering costs | - | 398,512 | ||
| Prepaid expenses and other current assets | 286,752 | - | ||
| Total Current Assets | 2,421,591 | 2,247,285 | ||
| Other Assets | ||||
| Property and equipment, net | 1,837,419 | 1,191,572 | ||
| Intangible asset, net | 537,742 | 739,396 | ||
| Note receivable | 5,250,000 | - | ||
| Right-of-use asset, net | 512,442 | 675,561 | ||
| Right-of-use asset, net– related party | 89,870 | 82,098 | ||
| Security deposit | 61,000 | 50,000 | ||
| Total Assets | 10,710,064 | $ | 4,985,912 | |
| Liabilities and Shareholders’ Equity | ||||
| Current Liabilities | ||||
| Accounts payable and accrued expenses | 563,225 | $ | 402,552 | |
| Income taxes payable | - | 142,093 | ||
| Loans payable, current maturities | 59,336 | 3,147 | ||
| Related party loan | 84,487 | 1,100,000 | ||
| Lease liability, current maturities | 163,086 | 130,552 | ||
| Lease liability, current maturities – related party | 68,033 | - | ||
| Total Current Liabilities | 938,167 | 1,778,344 | ||
| Loans payable, net of current maturities | 400,073 | 146,753 | ||
| Lease liability, net of current maturities | 192,997 | 331,833 | ||
| Lease liability, net of current maturities – related party | 16,336 | - | ||
| Deferred tax liability | - | 187,108 | ||
| Total Liabilities | 1,547,573 | 2,444,038 | ||
| Shareholders’ Equity | ||||
| Preferred stock, 0.0001 par value, 50,000,000 authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024 | - | - | ||
| Common stock, 0.0001 par value, 300,000,000 shares authorized, 19,400,000 and 15,000,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 1,940 | 1,500 | ||
| Additional paid-in capital | 12,966,580 | 139,750 | ||
| (Accumulated Deficit) Retained earnings | (3,806,029 | ) | 2,400,624 | |
| Total Shareholders’ Equity | 9,162,491 | 2,541,874 | ||
| Total Liabilities and Shareholders’ Equity | 10,710,064 | $ | 4,985,912 |
All values are in US Dollars.
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Positioned for Continued Growth
Toppoint remains focused on growth across high-margin export categories including metals, import containers, and recyclable commodities and continues to capture value in the expanding scrap and metals logistics markets. With strategic assets and a growing technology footprint, management anticipates continued progress into 2026.
About Toppoint Holdings Inc.
Toppoint Holdings Inc. (NYSE American: TOPP) is a truckload services and logistics provider focused on the recycling export supply chain. The Company transports waste paper, scrap metal, logs, and other commodities from major waste companies and recycling centers to ports along the U.S. East Coast, including Newark, Philadelphia, and Baltimore. Toppoint’s integrated platform leverages AI-driven software to enhance efficiency and data visibility across its operations. For more information, please visit www.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 Relations Contact:
Toppoint Holdings Inc.
1250 Kenas Road
North Wales, PA 19454
Phone: (551) 866-1320
Email: investors@toppointtrucking.com
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