NORTH WALES, PA — Toppoint Holdings Inc. (NYSE American: TOPP) expects to reincorporate from Nevada to Delaware around Sept. 25 while increasing its authorized common shares to 1 billion from 300 million, a corporate-governance shift that will not itself increase shares outstanding.
The truckload services company said stockholders approved the reincorporation at its Sept. 8 annual meeting after the board approved the plan July 27. Completion remains subject to required filings with the Nevada and Delaware secretaries of state and other customary conditions.
At the effective time, Toppoint will continue under the same corporate name but will become governed by Delaware law, a new Delaware certificate of incorporation and bylaws adopted in connection with the conversion.
Each outstanding share of Toppoint common stock will automatically convert on a one-for-one basis into a share of the Delaware corporation, with the same $0.0001 par value. Stockholders will not need to exchange certificates or take other action.
Outstanding options, warrants, restricted stock units, convertible securities and other rights tied to Toppoint shares will also continue on the same terms and for the same number of underlying shares after the reincorporation. Existing equity plans will remain in place.
The increase in authorized common stock to 1 billion shares was also approved by stockholders at the annual meeting. Toppoint said the authorization does not, by itself, issue additional stock or alter the number of shares currently outstanding.
The company said the reincorporation is not expected to change its headquarters, business operations, management, properties, offices, workforce, assets, liabilities or net worth, apart from costs associated with completing the conversion.
Toppoint also said it does not expect the change to materially affect its major third-party agreements, with existing rights and obligations continuing under the Delaware corporation subject to the terms of those agreements.
Its common stock is expected to continue trading on NYSE American under the ticker TOPP without interruption.
The plan of conversion is described in Toppoint’s definitive proxy statement filed with the Securities and Exchange Commission on Aug. 10 and supplemental materials filed Aug. 24.
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