Toppoint Holdings Inc. has completed a restructuring process that changes its state of incorporation from Nevada to Delaware. The company filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 25, 2026, announcing that the reincorporation became effective on September 26, 2026.
The change in domicile was approved by stockholders at the company's 2026 Annual Meeting of Stockholders, held on September 8, 2026. Following the filing of Articles of Conversion with the Secretary of State of Nevada, the company's affairs ceased to be governed by Nevada law and instead became subject to the laws of Delaware. The company confirmed that the reincorporation did not alter its headquarters, business operations, management, properties, or the number of employees. The company continues to operate under the name Toppoint Holdings Inc.
At the effective time, each share of the company's common stock, par value $0.0001 per share, automatically converted into one share of the new Delaware corporation's common stock, par value $0.0001 per share. The company's common stock continues to trade on NYSE American under the symbol “TOPP,” and the company does not anticipate any interruption in trading.
As part of the filing, the company's new Certificate of Incorporation authorizes an aggregate of 1,050,000,000 shares of capital stock. This includes 1,000,000,000 shares of common stock and 50,000,000 shares of preferred stock. The filing also notes that certain rights of stockholders have changed, including a reduction in the stockholder meeting quorum requirement from a majority to one-third of the issued and outstanding shares entitled to vote, and a change in the designated exclusive forum for certain corporate claims to the Delaware Court of Chancery.
