Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 10, 2026, Toppoint Holdings Inc. (the "Company") was informed by the NYSE American LLC (the "NYSE American") via telephone that the Company is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide, notifying the Company that its stock has been selling for a low price per share for a substantial period of time. Further, the NYSE American informed the Company that it had halted trading of the Company's common stock and that such halt in trading would continue until the Company as soon a practicable implements a reverse stock split of its common stock.

At its annual meeting of stockholders held on September 8, 2026, the Company's stockholders approved a reverse stock split at a ratio of 1-for-2 to 1- for- 900, with the ratio within such range to be determined at the discretion of the Company's' Board of Directors (the "Board"). On November 11, 2026, the Board approved effecting a 1-for-5 reverse stock split (the "Reverse Split"). The Company is in the process of implementing the Reverse Split and seeks to effect the Reverse Split by November 23, 2026 or as soon as possible thereafter.

This report contains forward-looking statements, including, but not limited to, the Company's ability to maintain its listing on NYSE American and the effect of the Reverse Split on the Company's stock price. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.