Toppoint Holdings Inc. Files 8-K for Material Agreement

TL;DR

Toppoint Holdings Inc. (TPPT) filed an 8-K for a material agreement on Jan 21st.

AI Summary

Toppoint Holdings Inc. filed an 8-K on January 23, 2025, reporting a material definitive agreement entered into on January 21, 2025. The filing also includes other events and financial statements/exhibits. The company is incorporated in Nevada and operates in the trucking and courier services sector.

Why It Matters

This 8-K filing indicates a significant business development for Toppoint Holdings Inc., potentially impacting its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis of the agreement's terms.

Key Numbers

• 001-42471 — SEC File Number (Identifies the company's filing history with the SEC.)
• 92-2375560 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Toppoint Holdings Inc. (company) — Registrant
• January 21, 2025 (date) — Date of earliest event reported
• January 23, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 4210 (sic_code) — Standard Industrial Classification for Trucking & Courier Services

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TOPP NYSE American LLC
• $3.72 — urchase price (the "Offering Price") of $3.72 (93% of the public offering price per s
• $4 — the public offering price per share of $4.00, after deducting underwriting discou
• $4.80 — Warrants will have an exercise price of $4.80 per share, which is equal to 120% of th
• $10,000,000 — the Shares for total gross proceeds of $10,000,000. After deducting underwriting discounts
• $8.28 million — received net proceeds of approximately $8.28 million. The Company also issued the Representa

Filing Documents

• ea0228456-8k_toppoint.htm (8-K) — 33KB
• ea022845601ex1-1_toppoint.htm (EX-1.1) — 259KB
• ea022845601ex4-1_toppoint.htm (EX-4.1) — 70KB
• ea022845601ex99-1_toppoint.htm (EX-99.1) — 11KB
• ea022845601ex99-2_toppoint.htm (EX-99.2) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• ex99-2_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-006019.txt ( ) — 663KB
• topp-20250121.xsd (EX-101.SCH) — 3KB
• topp-20250121_lab.xml (EX-101.LAB) — 33KB
• topp-20250121_pre.xml (EX-101.PRE) — 22KB
• ea0228456-8k_toppoint_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On January 21, 2025, Toppoint Holdings Inc., a Nevada corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with A.G.P./Alliance Global Partners, as the representative of the underwriters named on Schedule 1 thereto (the "Representative"), relating to the Company's initial public offering (the "Offering") of 2,500,000 shares (the "Shares") of the Company's common stock, $0.0001 par value per share ("Common Stock"). Pursuant to the Underwriting Agreement, in exchange for the underwriters' firm commitment to purchase the Shares, the Company agreed to sell the Shares to the underwriters at a purchase price (the "Offering Price") of $3.72 (93% of the public offering price per share of $4.00, after deducting underwriting discounts and commissions and before deducting a 1% non-accountable expense allowance). The Company also granted the underwriters a 45-day over-allotment option to purchase up to an additional 375,000 shares of Common Stock at the Offering Price, less the non-accountable expense allowance, from the Company, representing 15% of the Shares. The Company also agreed to issue the Representative warrants to purchase a number of shares of Common Stock which is equal to 5% of the aggregate number of shares of Common Stock sold in the Offering, including the over-allotment shares (the "Representative's Warrants"). The Representative's Warrants will have an exercise price of $4.80 per share, which is equal to 120% of the public offering price, subject to adjustment, a cashless exercise provision, and may be exercised for a period of three (3) years following the date of commencement of sales of the Offering, in whole or in part. The closing of the Offering took place on January 23, 2025. At the closing, the Company sold the Shares for total gross proceeds of $10,000,000. After deducting underwriting discounts and commissions, the non-accoun

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, dated January 21, 2025, by and between Toppoint Holdings Inc. and A.G.P./Alliance Global Partners (as representative of the underwriters named therein) 4.1 Representative's Warrants issued to A.G.P./Alliance Global Partners, dated January 23, 2025 99.1 Press Release dated January 21, 2025 regarding pricing of the Offering 99.2 Press Release dated January 23, 2025 regarding closing of the Offering 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: January 23, 2025 Toppoint Holdings Inc. /s/ Hok C Chan Name: Hok C Chan Title: Chief Executive Officer and President 3

View Full Filing

View this 8-K filing on SEC EDGAR