NextTrip Announces Pricing of Private Placement Financing of $3 Million

Rhea-AI Summary

NextTrip (NASDAQ:NTRP) announced a definitive agreement for a private placement expected to raise approximately $3.0 million in gross proceeds. The offering consists of 1,000,000 common shares and warrants to purchase an additional 1,000,000 shares.

The warrants carry an exercise price of $3.43, become exercisable six months after issuance, and have a four-year term from initial exercise. Closing is expected on or about December 23, 2025, subject to customary conditions. Ladenburg Thalmann is the exclusive placement agent.

The company previously completed a $2.0 million private placement in November–December, bringing total equity raised to $5.0 million. Net proceeds will be used for working capital and general corporate purposes. Securities are being issued under Section 4(a)(2) and Regulation D and are not registered for public resale.

Positive

• Gross proceeds of approximately $3.0M
• Total equity raised reached $5.0M after prior $2.0M placement
• Proceeds designated for working capital and general corporate purposes

Negative

• 1,000,000 warrants outstanding could dilute shareholders if exercised
• Warrants exercisable at $3.43 may pressure future share supply upon exercise

Key Figures

New private placement $3 million gross proceeds Aggregate gross proceeds from current private placement

Common shares issued 1,000,000 shares Shares of common stock in the December 2025 private placement

Warrants issued 1,000,000 warrants Warrants to purchase common stock in the private placement

Warrant exercise price $3.43 per share Exercise price of warrants from the December 2025 financing

Warrant term 4 years Term from initial exercise date for new warrants

Warrant exercisability delay 6 months Period after issuance before warrants become exercisable

Recent prior placement $2 million Private placements completed in November and December 2025

Total recent equity raised $5 million Combined November–December 2025 private placements

Market Reality Check

$4.20 Last Close

Volume Volume 215,859 is 4.73x the 20-day average of 45,635, indicating elevated trading activity before this financing news. high

Technical Shares traded above the 200-day MA, with price at $4.20 versus 200-day MA of $3.65 ahead of the announcement.

Peers on Argus 1 Up

Peer moves were mixed: EJH up 4.01%, ISPO up 0.24%, YTRA up 0.60%, while TOUR fell 1.57% and YYGH fell 6%. Momentum scanner only flagged YYAI up 4.76% without news, suggesting today’s financing is more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Platform expansion	Positive	-0.5%	Launch of JOURNY apps across major mobile and CTV platforms.
Nov 19	Acquisition talks	Positive	-5.6%	LOI and exclusive talks to acquire GoUSA TV platform and assets.
Nov 05	Acquisition update	Positive	+2.3%	Update on TA Pipeline acquisition and strong industry reception.
Oct 28	Strategy interview	Positive	+11.6%	CEO interview outlining content-to-commerce travel ecosystem strategy.
Oct 15	Earnings results	Positive	-3.3%	Q2 results showing 446% QoQ revenue growth and new media initiatives.

Pattern Detected

Recent news has generally been strategically positive, yet price reactions have skewed toward weakness or muted responses, with 3 negative moves versus 2 positive following prior announcements.

Recent Company History

Over the past few months, NextTrip reported rapid growth and strategic expansion. Q2 revenue reached $757,648, up 446% QoQ, alongside acquisitions like TA Pipeline and plans to diversify B2B and B2C revenue. The company pursued media-led growth via JOURNY and a planned GoUSA TV acquisition, targeting a reach of ~250 million viewers in 2026. Despite this, several positive updates on platform launches and acquisitions saw mixed or negative next-day price reactions, framing today’s financing within an ongoing capital-intensive growth strategy.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-21

$75,000,000 registered capacity

An effective S-3/A shelf filed on 2025-11-21 allows NextTrip to offer up to $75,000,000 in various securities over time, supporting capital raising for working capital, product development, acquisitions, and general corporate purposes, against a backdrop of disclosed substantial doubt about its ability to continue as a going concern without additional capital.

Market Pulse Summary

This announcement details a fixed-price private placement of 1,000,000 shares and 1,000,000 warrants for expected gross proceeds of $3 million, bringing recent equity raised to $5 million. It follows an S-3/A shelf registration for up to $75,000,000 in securities and prior disclosures of going-concern risk without added capital. Investors may track future equity issuance under the shelf, warrant exercises at $3.43, and how new funds support growth initiatives.

Key Terms

private placement financial

"entered into a definitive agreement for the issuance and sale of securities in a private placement for aggregate gross proceeds"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"The offering consisted of an aggregate of 1,000,000 shares of the Company's common stock and warrants to purchase an additional"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants will have an exercise price of $3.43 per share, will be exercisable six months"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Section 4(a)(2) regulatory

"issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

SANTA FE, NEW MEXICO / ACCESS Newswire / December 22, 2025 / NextTrip, Inc. (NASDAQ:NTRP) ("NextTrip," "we," "our," or the "Company"), a technology-forward travel and media company defining the intersection of Media and Travel, today announced that it has entered into a definitive agreement for the issuance and sale of securities in a private placement for aggregate gross proceeds of approximately $3 million.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The offering consisted of an aggregate of 1,000,000 shares of the Company's common stock and warrants to purchase an additional 1,000,000 shares of common stock. The warrants will have an exercise price of $3.43 per share, will be exercisable six months from the date of issuance, and will have a term of four years from the initial exercise date. The securities issued in the offering are fixed priced and do not contain any variable repricing or exchange features. The offering is expected to close on or about December 23, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses payable by the Company, are expected to be approximately $3 million. As previously disclosed during November and December the Company completed a $2 million private placement bringing the total equity raised to $5 million. The Company intends to use the net proceeds for working capital and general corporate purposes.

The shares and warrants described above are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares issuable upon exercise of the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the shares, the warrants and shares issuable upon exercise of the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About NextTrip

NextTrip, Inc. (NASDAQ:NTRP) is redefining travel at the intersection of media and technology through a vertically integrated ecosystem that combines immersive content, smart booking tools, and premium services to inspire travelers first and seamlessly convert that inspiration into bookings. Powered by its proprietary NXT2.0 engine, NextTrip offers solutions across luxury hotels, cruises, group travel, and vacation packages, anchored by Five Star Alliance, featuring 5,000+ of the world's finest properties, and TA Pipeline, a leading group travel and agent booking platform for Mexico and the Caribbean. At the top of the funnel, JOURNY reaches millions of consumers through streaming platforms, delivering travel inspiration and discovery, while Travel Magazine serves as a powerful mid-funnel anchor, deepening engagement through editorial content and guiding audiences toward high-value bookings, together creating a unique "content-to-commerce" model that drives transactions for travelers and measurable results for industry partners. NextTrip's proposition, Watch. Scan. Book. Go., captures its mission to transform inspiration into action. For more information, visit www.nexttrip.com.

Forward-Looking Statement Disclaimer

This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. For example, statements regarding the Company's financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future activities are all forward-looking statements. These statements are generally accompanied by words such as "intend," anticipate," "believe," "estimate," "potential(ly)," "continue," "forecast," "predict," "plan," "may," "will," "could," "would," "should," "expect" or the negative of such terms or other comparable terminology. Examples of such forward-looking statements include, but are not limited to, express or implied statements regarding statements related to the offering, the expected gross proceeds and the expected closing of the offering.

The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash resources, competition from other similar businesses, and market and general economic factors.

Readers are urged to read the risk factors set forth in the Company's filings with the United States Securities and Exchange Commission at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

NextTrip, Inc.
Richard Marshall
Director of Corporate Development
Richard.Marshall@nextTrip.com

MZ Group - MZ North America
Chris Tyson
Executive Vice President
949-491-8235

SOURCE: NextTrip

View the original press release on ACCESS Newswire

FAQ

What did NextTrip (NTRP) announce on December 22, 2025 about financing?

NextTrip announced a private placement expected to raise approximately $3.0 million through 1,000,000 shares and warrants to buy 1,000,000 additional shares.

When is the NextTrip (NTRP) private placement expected to close?

The offering is expected to close on or about December 23, 2025, subject to customary closing conditions.

What are the terms of the warrants in NextTrip's (NTRP) December 2025 private placement?

Warrants cover 1,000,000 shares, have an exercise price of $3.43, become exercisable six months after issuance, and have a four-year term from initial exercise.

How much total equity has NextTrip (NTRP) raised after the December 2025 placement?

Including a prior $2.0 million placement, the company has raised $5.0 million in total equity.

Who is acting as placement agent for NextTrip's (NTRP) December 2025 offering?

Ladenburg Thalmann & Co. is acting as the exclusive placement agent for the offering.