Toppoint Holdings Inc. - Form 8-K Filing

Toppoint Holdings Inc. entered into a Securities Purchase Agreement on May 19, 2026, to issue and sell 5,000,000 shares of common stock at $0.83 per share to certain investors. The aggregate gross proceeds to the company are $4,150,000. The purchase price was set at the NYSE American LLC Company Guide minimum price on May 18, 2026. The closing is expected around May 28, 2026. The company will use the net proceeds for general corporate and working capital purposes. The shares were offered in a private placement under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D and Regulation S, with purchasers representing they are "accredited investors" and/or not "U.S. persons" and were acquiring shares in an offshore transaction.