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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): July 14, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Increase
in Board Size and Director Appointments
On
July 14, 2025, the board of directors (the “Board”) of NextTrip, Inc. (the “Company”) adopted a resolution to
increase the size of the Board from five to seven members, in accordance with Article III, Section 1 of the Company’s Amended and
Restated Bylaws, as amended.
Additionally,
on July 14, 2025, the Board appointed Willian Kerby, the Company’s Chief Executive Officer, and Andy Kaplan as directors to fill
the two newly created vacancies, in each case effective July 17, 2025. Mr. Kerby shall serve as a Class II director of the Company, with
his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Mr. Kaplan shall serve as a Class III director,
with his initial term expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of Messrs. Kerby and Kaplan will serve
as a director for the balance of their respective initial terms, and until his successor is elected and qualified, subject to his earlier
death, resignation or removal. Additionally, effective July 17, 2025, the Board appointed Mr. Kaplan to serve as a member of the Nominations
& Governance Committee of the Board.
There
is no arrangement or understanding between Messrs. Kerby or Kaplan and any other person pursuant to which either Messrs. Kerby or Kaplan
were selected as directors of the Company. There are no family relationships between either of Messrs. Kerby or Kaplan and any of the
Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer.
As
noted above, Mr. Kerby serves as the Company’s Chief Executive Officer. Mr. Kerby is entitled to receive compensation for his services
as Chief Executive Officer pursuant to that employment letter agreement entered into by and between the Company and Mr. Kerby on December
29, 2023; Mr. Kerby will not be entitled to receive additional compensation for his service on the Board. Other than those related party
transactions by and between the Company and Mr. Kerby that are disclosed in Part III, Item 13 of the Company’s Annual Report on
Form 10-K for the fiscal year ended February 28, 2025, filed with the Securities and Exchange
Commission (the “Commission”) on May 29, 2025, which information is incorporated herein by reference, Mr. Kerby has no direct
or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation
S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr.
Kaplan will be entitled to receive compensation in accordance with the Company’s non-employee director compensation program for
his services as a director of the Company. Other than in accordance the Company’s compensation program for its non-employee directors,
there are no plans, contracts or arrangements, or amendments to any plans, contracts or arrangements, entered into with Mr. Kaplan in
connection with his appointment to the Board, nor were there any equity grants or awards made to Mr. Kaplan in connection therewith.
Mr. Kaplan has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure
under item 404(a) of Regulation S-K under the Exchange Act.
NTH
Designee Board Appointments
As
previously disclosed in the Company’s filings with the Commission, on October 23, 2023, the Company (then known as Sigma) entered
into a Share Exchange Agreement (the “Exchange Agreement”) with NextTrip Holdings, Inc. (“NTH”), NextTrip Group,
LLC, and William Kerby (the “NTH Representative”), pursuant to which the Company acquired NTH (the “NextTrip Acquisition”)
in exchange for shares of Company common stock. The NextTrip Acquisition was consummated on December 29, 2023; as a result, NTH became
a wholly owned subsidiary of the Company.
As
further previously disclosed in the Company’s filings with the Commission, pursuant to the Exchange Agreement, the NTH Representative
(Mr. Kerby) shall be entitled to designate a replacement for one director of the Company upon achievement of each of the milestones set
forth in the Exchange Agreement (the “Board Appointment Rights”). All milestones set forth in the Exchange Agreement were
achieved on or before May 5, 2025.
In
July 2025, Mr. Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment
Rights pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the
“NTH Appointees”) as the individuals to replace the continuing legacy Sigma directors. On July 14, 2025, the Board appointed
the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob
Brunsberg, Dennis Duitch and Kent Summers will resign as directors of the Company.
Stephen
Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders;
Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders;
and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual
Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until
his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal. Additionally, effective July
28, 2025, the Board appointed the NTH Appointees to serve on the following committees of the Board:
| ● | Audit
Committee: Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd |
| ● | Compensation
Committee: Jimmy Byrd (Chair), Stephen Kircher and Carmen Diges |
| ● | Nominations
& Governance Committee:
David Jiang (Chair)
and Carmen Diges |
Except
for the fact that the NTH Appointees are being appointed to the Board pursuant to NTH’s Board Appointment Rights under the Exchange
Agreement, there is no arrangement or understanding between any of the NTH Appointees and any other person pursuant to which any such
NTH Appointees were designated as an NTH Appointee by the NTH Representative or selected as directors of the Company. There are no family
relationships between any of the NTH Appointees and any of the Company’s directors, executive officers or persons nominated or
chosen by the Company to become a director or executive officer.
Each
of the NTH Appointees will be entitled to receive compensation in accordance with the Company’s non-employee director compensation
program for his or her services as a director of the Company. Other than in accordance the Company’s compensation program for its
non-employee directors, there are no plans, contracts or arrangements, or amendments to any plans, contracts or arrangements, entered
into with any of the NTH Appointees in connection with their appointments to the Board, nor were there any equity grants or awards made
to any of the NTH Appointees in connection therewith. None of the NTH Appointees have
a direct or indirect material interest in any existing or currently
proposed transaction that would require disclosure under item 404(a) of Regulation S-K under the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
July 15, 2025, the Company issued a press release announcing the appointment of the NTH Appointees as directors of the Company, effective
July 28, 2025. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”)
and incorporated herein by reference.
The
information in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed subject
to the requirements of Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general
incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality
of any such information.
Forward-Looking
Statements
This
Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties.
When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will”
and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking
statements in this Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed
with the Commission, reports to the stockholders of the Company and other publicly available statements issued or released by us involve
known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or
achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking
statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results
of operations. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking
statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated July 15, 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:
July 15, 2025 |
By: |
/s/
William Kerby |
| |
Name: |
William
Kerby |
| |
Title: |
Chief
Executive Officer |
