NextTrip, Inc. SEC Filings

NextTrip, Inc. (symbol: NTRP) is the issuer of record for a Form 4 filing submitted to the SEC.

NextTrip, Inc. (NTRP) entered into an exchange agreement with Monaco Investment Partners II, LP, its existing lender, effective August 25, 2026. The agreement increases the lender’s line of credit to $3,500,000 (including a $500,000 credit increase) and exchanges the aggregate outstanding principal and accrued interest into newly created Series B Convertible Preferred Stock at a $1,000 stated value per share. The exchange closed when the Series B Certificate of Designation was filed on August 27, 2026. The company designated 4,500 preferred shares as Series B, ranking pari passu with existing preferred and senior to common stock, and issued them in a private, unregistered offering under Section 4(a)(2) and/or Regulation D.

The Series B carries a 12.0% cumulative, compounding annual dividend, payable quarterly in cash or additional preferred shares beginning January 2, 2027, has limited voting rights with protective provisions, and is convertible at the holder’s option into common stock at an initial price of $3.88 per share, subject to adjustments and a 19.99% beneficial ownership cap. NextTrip may redeem the Series B at the stated value plus accrued dividends. The lender is owned and operated by chairman Donald P. Monaco, and the related‑party transaction was approved by disinterested directors and the audit committee.

NextTrip, Inc. (NTRP) reported a strategic expansion of its JOURNY TV presence on YouTube as part of its global media and content-to-commerce strategy. The JOURNY TV YouTube channel at @JournyTV currently has nearly 50,000 subscribers and more than 150 shows, episodes and travel videos.

The YouTube expansion is described as an additional audience-development channel within JOURNY TV’s media footprint, which is expected to provide access to approximately 250 million connected TV, mobile and online viewers globally in 2026, across about 80 countries and more than a dozen major streaming and video platforms. NextTrip is exploring multiple content formats including long-form programming, YouTube Shorts, destination content and creator collaborations.

The company believes an expanded YouTube presence can support opportunities in advertising, sponsorships, branded destination content and travel commerce, and tie into its broader WATCH–DISCOVER–PLAN–BOOK content-to-commerce model, integrating JOURNY TV with NextTrip’s travel technology, including its JOURNYGO Agentic-AI initiative and booking platforms.

NextTrip, Inc. (NTRP) is soliciting proxies for its virtual 2027 annual meeting on October 9, 2026. Holders of common stock and Series A Convertible Preferred as of August 10, 2026 may vote.

Stockholders are asked to elect three Class III directors, ratify auditor Haynie & Company for the fiscal year ending February 28, 2027, and approve several Nasdaq-related share issuance proposals. These include authorizing potential issuance of more than 19.99% of outstanding common stock to Lind Global Fund III LP upon conversion of a $4.6 million Senior Secured Convertible Promissory Note and exercise of 1,030,928 associated warrants, as well as approving conversion of 150,000 Series A Preferred shares (including 133,333 held by non-insiders and 16,667 held by an insider) and exercise of related and pre-funded warrants. The company states these transactions could result in significant dilution to current common stockholders. Stockholders will also vote on a non-binding say-on-pay resolution and a possible adjournment to solicit additional proxies.

NextTrip, Inc. (NTRP) announced the launch of NextTrip Pro, an integrated B2B travel platform aimed at travel advisors, agencies and influencers. The platform combines three offerings—NextTrip Connect, NextTrip Groups and NextTrip Ownership Rewards—under a single sign-on and is expected to be made available without subscription fees to qualified travel professionals.

NextTrip’s model centers on transaction-based revenue from travel bookings generated through NextTrip Pro, rather than subscriptions. Management states that the platform is designed to expand B2B distribution for the company’s travel inventory and booking technology, link its media and travel operations by turning content into attributable bookings, and create longer-term alignment with advisors through the Ownership Rewards program.

NextTrip, Inc. (NTRP) has filed a resale registration covering up to 3,402,063 shares of common stock for Lind Global Fund III LP, an existing investor. The company is not selling any shares in this offering and will receive no proceeds from resales, only potential cash if Lind exercises its warrants.

The registered shares consist of 2,371,135 Conversion Shares issuable upon conversion of a $4,600,000 Senior Secured Convertible Promissory Note and 1,030,928 Warrant Shares issuable upon exercise of a five-year warrant, each at an initial price of $3.88 per share, subject to anti-dilution adjustments. NextTrip received $4,000,000 of funding at closing, net of a $120,000 commitment fee, and must repay the note in 14 monthly installments, with the option to pay in cash or stock if conditions are met.

The note and warrant include beneficial ownership limits of generally 4.99% (potentially up to 9.99%) and an aggregate 19.99% cap tied to Nasdaq rules unless shareholders approve higher issuance. Risk factors highlight potential dilution from conversions and warrant exercises, the company’s history of losses, going-concern uncertainty noted by its auditor, and the possibility that an event of default could trigger higher repayment obligations and discounted share issuances.

NextTrip, Inc., a Nevada-based travel and media company traded on the Nasdaq Capital Market under “NTRP,” has filed Amendment No. 1 to a shelf registration statement to update the section on incorporation by reference. The core transaction is a resale registration for up to 89,430 shares of common stock held by certain current and former directors as selling stockholders.

These shares were issued under a July 31, 2026 Securities Purchase Agreement in exchange for unpaid directors’ fees. As of that date, the company owed $289,753.42 in aggregate fees, of which $144,876.71 was paid in cash and the remaining $144,876.71 was satisfied through issuance of the registered shares, fully cancelling the related debt and claims. All sale proceeds will go to the selling stockholders; the company will receive none.

NextTrip describes itself as an early-stage, technology-forward travel and media platform with only nominal revenues to date and a history of significant losses. Its independent auditor’s report includes an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The prospectus highlights risks from continued losses, capital needs, potential dilution from future equity offerings, and volatility from discretionary resales by the selling stockholders.

NextTrip, Inc. is calling a virtual 2027 annual stockholders meeting on October 9, 2026, with a record date of August 10, 2026. Holders of common stock and Series A Convertible Preferred Stock may vote.

Stockholders will elect three Class III directors (Andy Kaplan, Carmen Diges, David Jiang), ratify Haynie & Company as auditor for the fiscal year ending February 28, 2027, and consider several capital-structure proposals. One proposal seeks approval, under Nasdaq Listing Rule 5635(d), for issuing more than 19.99% of outstanding common shares to Lind Global Fund III LP through conversion of a $4.6 million Senior Secured Convertible Promissory Note and exercise of warrants. Additional proposals request approval for issuing common stock upon conversion of Series A Convertible Preferred Stock and exercise of related warrants held by non-insiders and by KC Global, as well as a nominal-price Pre-Funded Warrant, all tied to prior financings completed below Nasdaq’s Minimum Price.

Stockholders will also vote on a non-binding advisory resolution on executive compensation and on potential adjournment of the meeting to solicit additional proxies. The company notes that approvals of the Lind and Series A structures could lead to significant dilution for current common stockholders.