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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2025 (September 10, 2025)
NextTrip,
Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
001-38015 |
|
27-1865814 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 3900
Paseo del Sol |
|
|
| Santa
Fe, New Mexico |
|
87507 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (505) 438-2576
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
NTRP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
On
September 15, 2025, NextTrip, Inc., a Nevada corporation (the “Company”), consummated the securities transaction as described
below.
Series
Q Preferred Stock Offering
On
September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”) with certain
accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 81,250 restricted
shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred”), (the
“Series Q Offering”) at a purchase price of $3.20 per share.
The
Series Q Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the
Company obtains stockholder approval to remove the Exchange Cap (as described below).
The
Series Q Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations
of the parties and termination provisions.
See
Item 5.03 below for a description of the terms of the Series Q Preferred, which is incorporated by reference herein.
The
Series Q Offering includes conversion or exercise limitations which provide that the Company shall not issue or sell any shares of Common
Stock pursuant to the conversions of preferred stock to the extent that after giving effect thereto, the aggregate number of shares of
Common Stock that would be issued would exceed 19.99% of the shares of Common Stock outstanding on the date of each such Offering (which
number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to
any transaction or series of transactions that may be aggregated with the transactions contemplated by each such separate Offering under
applicable rules of the Nasdaq Capital Market) (the “Exchange Cap”) unless and until the Company elects to solicit stockholder
approval of the issuance of Common Stock as contemplated by the Purchase Agreements and the stockholders of the Company have in fact
approved such issuance in accordance with the applicable rules and regulations of the Nasdaq Capital Market.
The
Company intends to use the net proceeds from the Offerings as working capital for general corporate purposes.
The
foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
form of such document attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), which are incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information in Item 1.01 regarding the issuance of the Series Q Preferred is hereby incorporated herein by reference.
The
shares of Series Q Preferred issued by the Company (the “Securities”) have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the respective recipients in transactions
exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under
the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Securities constitute, and the shares of Company common
stock underlying the Preferred Shares, when issued upon conversion of the Preferred Shares, will constitute, “restricted securities”
within the meaning of Rule 144 under the Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
Q Nonvoting Convertible Preferred Stock
On
September 12, 2025, the Company filed a Certificate of Designation of Series Q Convertible Preferred Stock (the “Series Q Certificate
of Designation”) with the Secretary of State of the State of Nevada, designating 200,000 shares of the Company’s preferred
stock as Series Q Convertible Preferred Stock, par value $0.001 per share.
The
terms and conditions set forth in the Series Q Certificate of Designation are summarized below:
Ranking.
The Series Q Preferred rank pari passu to the Company’s common stock.
Dividends.
Holders of Series Q Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,
on shares of Company common stock.
Voting.
Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series Q Preferred are not entitled
to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series Q Preferred,
(i) alter or change adversely the powers, preferences or rights given to the Series Q Preferred or alter or amend the Series Q Certificate
of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the
Series Q Preferred, or (c) enter into any agreement with respect to the foregoing.
Conversion.
On the third business day after the date that the Company’s stockholders approve the conversion of Series Q Preferred into shares
of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series Q Preferred shall automatically be converted
into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series Q Conversion Ratio”),
subject to beneficial ownership limitations.
Liquidation.
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series Q Preferred
will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series Q Conversion Ratio, with holders
of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.
The
foregoing summary of the Series Q Certificate of Designation does not purport to be complete and is subject to, and qualified in its
entirety by, the copy of the Series Q Certificate of Designation attached as Exhibit 3.1 to this Current Report, which is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Designation of Series Q Nonvoting Convertible Preferred Stock. |
| 10.1 |
|
Form of Series Q Preferred Stock Securities Purchase Agreement, dated as of September 10, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
|
NEXTTRIP,
INC. |
| |
|
|
|
|
| Date: |
September
15, 2025 |
|
By: |
/s/
William Kerby |
| |
|
|
Name: |
William
Kerby
|
| |
|
|
Title: |
Chief
Executive Officer |
