Toppoint Holdings Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 15, 2025
TOPP$0.11-5.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
| ITEM 15. | EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. |
(a)List of Documents Filed as a Part of This Report:
(1)Index to Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 05854)
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
(2)Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required.
(3)Index to Exhibits:
See exhibits listed under “—(b) Exhibits” below.
(b)Exhibits:
| Exhibit No. | Description |
| 3.1 | Articles of Incorporation of Toppoint Holdings Inc. (incorporated by reference to Exhibit 3.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 3.2 | Amended and Restated Bylaws of Toppoint Holdings Inc. (incorporated by reference to Exhibit 3.2 to the registration statement on Form S-1 filed on August 12, 2024) |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Exchange Act |
| 4.2 | Representative’s Warrants issued to A.G.P./Alliance Global Partners, dated January 23, 2025 (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on January 23, 2025) |
| 10.1 | Share Exchange Agreement among the Registrant, Toppoint Inc and Hok C Chan, dated as of September 29, 2022 (incorporated by reference to Exhibit 10.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.2† | Employment Agreement between the Registrant and its Chief Executive Officer, dated July 23, 2024 (incorporated by reference to Exhibit 10.2 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.3† | Employment Agreement between the Registrant and its Chief Financial Officer, dated July 23, 2024 (incorporated by reference to Exhibit 10.3 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.4 | Form of Independent Director Agreement between the Registrant and each independent director (incorporated by reference to Exhibit 10.4 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.5 | Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to Exhibit 10.5 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.6† | Toppoint Holdings Inc. 2022 Equity Incentive Plan(incorporated by reference to Exhibit 10.6 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.7† | Form of Stock Option Agreement for Toppoint Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.8† | Form of Restricted Stock Award Agreement for Toppoint Holdings Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.9 | Services Agreement by and between Toppoint Holdings Inc. and 4 John Trucking Inc., dated January 1, 2024 (incorporated by reference to Exhibit 10.9 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.11 | Parking License Agreement by and between Toppoint Inc and 87 Doremus Ave LLC, dated June 1, 2024 (incorporated by reference to Exhibit 10.11 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.12 | Residential Lease for Apartment or Unit in Multi-Family Rental Housing, by and between YU CHING SU and Toppoint Inc, dated October 1, 2022 (incorporated by reference to Exhibit 10.12 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.13 | Rescission Agreement, by and between Toppoint Holdings Inc. and 4 John Trucking Inc., dated February 28, 2024 (incorporated by reference to Exhibit 10.13 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.14 | Promissory Note of the registrant to Hok C Chan (incorporated by reference to Exhibit 10.14 to the registration statement on Form S-1 filed on August 12, 2024) |
| 10.15 | 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) (incorporated by reference to Exhibit 1.1 to the current report on Form 8-K filed on January 23, 2025) |
| 10.16 | Commercial Lease Agreement, dated March 1, 2025, by and between Hok C Chan and Toppoint Inc. |
| 10.17 | Amended and Restated Loan Agreement dated April 7, 2025, by and between Toppoint Holdings Inc. and Golden Bridge Capital Management Limited |
| 14.1 | Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 19 | Insider Trading Policy |
| 21.1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 23.1 | Consent of TAAD, LLP |
| 31.1 | Certification of Chief Executive Officer of Toppoint Holdings Inc., pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer of Toppoint Holdings Inc., pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer of Toppoint Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer of Toppoint Holdings Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | Clawback Policy (incorporated by reference to Exhibit 99.7 to the registration statement on Form S-1 filed on August 12, 2024) |
| 99.1 | Audit Committee Charter(incorporated by reference to Exhibit 99.1 to the registration statement on Form S-1 filed on August 12, 2024) |
| 99.2 | Compensation Committee Charter(incorporated by reference to Exhibit 99.2 to the registration statement on Form S-1 filed on August 12, 2024) |
| 99.3 | Nominating and Corporate Governance Committee Charter(incorporated by reference to Exhibit 99.3 to the registration statement on Form S-1 filed on August 12, 2024) |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
| † | Executive compensation plan or arrangement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.