As filed with the Securities and Exchange Commission
on January 23, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
| Toppoint Holdings Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
92-2375560 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| 1250 Kenas Road, North Wales, PA |
|
19454 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| TOPPOINT HOLDINGS INC. 2022 EQUITY INCENTIVE PLAN |
| (Full title of the plan) |
|
Hok C Chan
Chief Executive Officer
1250 Kenas Road
North Wales, PA 19454
551-866-1320
Copies to:
Louis A. Bevilacqua, Esq.
Bevilacqua PLLC
1050 Connecticut Avenue, NW, Suite 500
Washington, DC 20036
(202) 869-0888 |
| (Name, address and telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer ☐ |
Accelerated filer ☐ |
| |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
|
Emerging growth company ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
The information
specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the
“Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended
(the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the
information specified in Part I of Form S-8 will be delivered to the participants in the equity incentive plan covered
by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Toppoint
Holdings Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the “Commission”):
(1)
The Registrant’s Prospectus, dated January 21, 2025, filed with the Commission pursuant to Rule 424(b) under the
Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-281474), which contains
the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and
(2)
The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42471) filed
with the Commission on January 13, 2025, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including any amendment or report filed for the purpose of updating such description.
All documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered
have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference
into this Registration Statement.
Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Not applicable.
Item 6. Indemnification of Directors and
Officers.
Nevada law provides that a Nevada corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation (i.e.,
a “non-derivative proceeding”), by reason of the fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she:
| |
● |
Is not liable under Section 78.138 of the Nevada Revised Statutes for breach of his or her fiduciary duties to the corporation; or |
| |
● |
Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. |
In addition, a Nevada corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor (i.e., a “derivative proceeding”), by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense
or settlement of the action or suit if he:
| |
● |
Is not liable under Section 78.138 of the Nevada Revised Statute for breach of his or her fiduciary duties to the corporation; or |
| |
● |
Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. |
Under Nevada law, indemnification may not be made
for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in defense of any non-derivative proceeding or any derivative
proceeding, or in defense of any claim, issue or matter therein, the corporation is obligated to indemnify him or her against expenses,
including attorneys’ fees, actually and reasonably incurred in connection with the defense.
Further, Nevada law permits a Nevada corporation
to purchase and maintain insurance or to make other financial arrangements on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability
and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status
as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.
To the maximum extent permitted by law, our articles
of incorporation eliminate or limit the liability of our directors to us or our shareholders for monetary damages for breach of a director’s
fiduciary duty as a director.
The Company has entered into separate indemnification agreements with
our directors and officers. Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted
by law and our articles of incorporation and bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement
of any claim. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for reimbursement
to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our articles of incorporation
and bylaws.
We have obtained standard policies of insurance under which coverage
is provided (a) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act,
and (b) to us with respect to payments which we may make to such officers and directors pursuant to the above indemnification provision
or otherwise as a matter of law.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Item 9. Undertakings.
|
(a) |
The undersigned registrant hereby undertakes: |
| |
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| |
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. |
| |
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in the periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
| |
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Wales, State of
Pennsylvania, on January 23, 2025.
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Toppoint Holdings Inc. |
| |
|
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By: |
/s/ Hok C Chan |
| |
|
Chief Executive Officer and President |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints each of Hok C Chan and John Feliciano III as his or her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/ Hok C Chan |
|
Chief Executive Officer, President and Chairman of the Board of Directors |
|
January 23, 2025 |
| Hok C Chan |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ John Feliciano III |
|
Chief Financial Officer and Director |
|
January 23, 2025 |
| John Feliciano III |
|
(principal financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/ Dingding He |
|
Director |
|
January 23, 2025 |
| Dingding He |
|
|
|
|
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|
|
|
|
| /s/ Pablo A Santana |
|
Director |
|
January 23, 2025 |
| Pablo A Santana |
|
|
|
|
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|
|
|
|
| /s/ Tan Ying Lo |
|
Director |
|
January 23, 2025 |
| Tan Ying Lo |
|
|
|
|
II-5
Exhibit 5.1
 |
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9275 W. Russell Road, Suite 240 |
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Las Vegas, Nevada 89148 |
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PH (702) 692-8026 | FX (702) 692-8075 |
| |
fennemorelaw.com |
January 23, 2025
Toppoint Holdings Inc.
1250 Kenas Road
North Wales, Pennsylvania 19454
| Re: | Toppoint Holdings Inc./Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special Nevada
counsel to Toppoint Holdings Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company
of 2,250,000 shares (the “Shares”) of its common stock, $0.0001 par value per share (the “Common Stock”) that
have been or may be issued pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”) on Form S-8 (the “Registration
Statement”) under the Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange
Commission (“Commission”).
For purposes of these opinions,
we have examined originals or copies of:
(a) the
Registration Statement;
(b) the
Plan; and
(c) certain
actions of the Board of Directors and stockholders of the Company relating to the adoption of the Plan and such other matters as relevant.
We have obtained from officers
and agents of the Company and from public officials, and have relied upon, such certificates, representations, and assurances as we have
deemed necessary and appropriate for purposes of rendering this opinion letter. We have also examined such other corporate charter and
other documents, records, certificates, and instruments (collectively with the documents identified in (a) through (c) above, the “Documents”)
as we deem necessary or advisable to render the opinions set forth herein.
Toppoint Holdings Inc.
January 23, 2025
Page 2
In our examination we have
assumed:
(a)
the legal capacity and competency of all natural persons executing the Documents;
(b)
the genuineness of all signatures on the Documents;
(c)
the authenticity of all Documents submitted to us as originals, and the conformity to original documents of all Documents submitted
to us as copies;
(d)
that the parties to such Documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations
thereunder;
(e)
that such Documents are enforceable in accordance with their terms with respect to all parties thereto;
(f)
that at the time of issuance of any Shares, the Company validly exists and is duly qualified and in good standing under the laws
of Nevada; and
(g)
other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the execution and
delivery by all parties of the Documents.
We have relied upon the accuracy
and completeness of the information, factual matters, representations, and warranties contained in such documents.
In rendering the opinions
set forth below, we have also assumed that:
(a) at
or prior to the time of issuance and delivery, the Shares will be registered by the transfer agent and registrar of such Shares;
(b) the
Company will keep reserved a sufficient number of shares of its Common Stock to satisfy its obligations for issuances of Shares under
the Plan;
(c) upon
issuance of any of the Shares, the total number of shares of the Company’s Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to issue under its charter documents; and
(d) each
stock grant, stock option, or other security exercisable or exchangeable for a Share under the Plan has been, or will be, duly authorized,
validly granted, and duly exercised or exchanged in accordance with the terms of the Plan, at the time of any grant of a Share or exercise
of such stock option or other security under the Plan.
Toppoint Holdings Inc.
January 23, 2025
Page 3
Based on the foregoing and
in reliance thereon, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(a) the
Shares that have been or may be issued under the Plan are duly authorized shares of the Company’s Common Stock; and
(b) if,
as, and when issued against receipt of the consideration therefor in accordance with the provisions of the Plan and in accordance with
the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable.
The opinions expressed herein
are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We
disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law
that may come to our attention after the date the Registration Statement is declared effective.
While certain members of this
firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the
laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the
State of Nevada (other than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express
no opinion regarding the effect of the laws of any other jurisdiction or state, including any securities laws related to the issuance
and sale of the Shares.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal
Matters” in the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of
the Commission thereunder.
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Very truly yours, |
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|
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/s/ Fennemore Craig, P.C. |
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|
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Fennemore Craig, P.C. |
tmor/cdol
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Toppoint Holdings, Inc.
We hereby consent to the incorporation by
reference in this Registration Statement Form S-8 of Toppoint Holdings, Inc. (the “Company”) of our report dated May 13,
2024 except for Notes 5 and 7, as to which the date is June 20, 2024; and Note 2, as to which the date is September 23, 2024 and
Note 10, as to which the date is October 17, 2024 which appears in Prospectus, dated January 21, 2025, filed with the U.S.
Securities and Exchange Commission relating to the Registration Statement on Form S-1, as amended (File No. 333-281474).
/s/ TAAD LLP
Diamond Bar, California
January 23, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Toppoint Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered(1) | | |
Proposed Maximum Offering Price Per Share(2) | | |
Maximum Aggregate Offering Price(2) | | |
Fee Rate | | |
Amount of Registration Fee(2) | |
| Equity | |
Common stock, par value $0.0001 per share, reserved for issuance pursuant awards under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”) | |
Rule 457(c) and Rule 457(h) | |
| 2,250,000 | | |
$ | 4 | | |
$ | 9,000,000 | | |
| 0.0001531 | | |
$ | 1,378 | |
| Total Offering Amount: | | |
| | | |
$ | 9,000,000 | | |
| | | |
$ | 1,378 | |
| Total Fee Offsets(3): | | |
| | | |
| | | |
| | | |
$ | 0 | |
| Net Fee Due: | | |
| | | |
| | | |
| | | |
$ | 1,378 | |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement shall also cover any additional common stock of the Registrant
that become issuable under the 2022 Plan in respect of the securities identified in the above table by reason of any stock dividend,
stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration that increases
the number of the outstanding common stock of the Registrant. In addition, pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. |
| (2) | Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act based on the initial public offering price per share of common stock of $4.00
per share as set forth in the Registrant’s prospectus filed with the Securities and Exchange Commission on January 22, 2025 pursuant
to Rule 424(b) of the Securities Act. |
| (3) | The Registrant does not have any fee offsets. |
Toppoint (AMEX:TOPP)
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부터 1월(1) 2025 으로 2월(2) 2025
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