[8-K] NextTrip, Inc. Reports Material Event

Rhea-AI Filing Summary

NextTrip, Inc. reported results from its annual stockholder meeting held on November 14, 2025. Stockholders elected two Class II directors, William Kerby and Jimmy Byrd, to serve until the 2029 annual meeting. They also ratified Haynie & Company as the independent registered public accounting firm for the fiscal year ending February 28, 2026.

Stockholders approved several share issuance proposals tied to prior financings. They authorized issuing more than an aggregate of 19.99% of outstanding common stock upon conversion of multiple series of nonvoting convertible preferred stock and related warrants, and separately approved conversions of certain Series L and Series Q preferred shares issued to insiders. In addition, they approved issuing more than an aggregate of 19.99% of outstanding common stock under an equity line of credit with Alumni Capital LP, enabling significant potential future share issuances.

Insights

Capital structure and governance analyst

Stockholders approved director elections, auditor ratification, and significant potential share issuances.

The meeting confirmed board continuity at NextTrip, Inc. with William Kerby and Jimmy Byrd elected as Class II directors through the 2029 annual meeting. Ratification of Haynie & Company as auditor for the fiscal year ending February 28, 2026 supports ongoing financial reporting continuity.

More structurally significant, stockholders approved several proposals allowing the company to issue more than an aggregate of 19.99% of outstanding common stock in connection with conversions of multiple series of nonvoting convertible preferred stock and related warrants. Separate approval covered conversions of Series L and Series Q preferred issued to insiders under debt conversion and securities purchase agreements, as well as potential issuances above 19.99% under an equity line of credit with Alumni Capital LP.

These authorizations create substantial capacity for equity issuance tied to existing instruments and the equity line. While this can support balance-sheet and funding flexibility, it also introduces meaningful potential dilution to existing common stockholders, with actual impact dependent on the extent and timing of conversions and drawdowns disclosed in future company communications.

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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): November 17, 2025 (November 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 5.07 Submission of Matters to a Vote of Security Holders

On November 14, 2025, the Company held an Annual Meeting of Stockholders. The matters voted upon were:

Proposal 1. Election of two Class II directors to serve until our 2029 annual meeting of stockholders (the “Election of Directors”).

Proposal 2. Ratification of the appointment of Haynie & Company as our independent registered public accounting firm for our fiscal year ending February 28, 2026 (the “Ratification of Independent Registered Accounting Firm”).

Proposal 3. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of our common stock upon conversion of outstanding shares of our Series J Nonvoting Convertible Preferred Stock, Series K Nonvoting Convertible Preferred Stock, Series L Nonvoting Convertible Preferred Stock, Series M Nonvoting Convertible Preferred Stock, Series N Nonvoting Convertible Preferred Stock, Series O Nonvoting Convertible Preferred Stock, Series P Nonvoting Convertible Preferred Stock and Series Q Nonvoting Convertible Preferred Stock and exercise of certain warrants, all of which shares and warrants were issued to various parties between December 31, 2024 and September 15, 2025 (the “Approval of Conversion of Series J, Series K, Series L, Series M, Series N, Series O, and Series Q Preferred Stock and Exercise of Warrants”).

Proposal 4: To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of our common stock upon conversion of outstanding shares of our Series L Nonvoting Convertible Preferred Stock and our Series Q Nonvoting Convertible Preferred Stock issued to certain insiders pursuant to debt conversion agreements and securities purchase agreements entered into with such insiders between December 31, 2024 and September 15, 2025 (the “Approval of Conversion of Series L and Series Q Preferred Stock Issued to Insiders”).

Proposal 5. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of our common stock pursuant to that certain Securities Purchase Agreement, dated September 19, 2024, entered into in connection with an equity line of credit with Alumni Capital LP (the “Approval of Shares Under an Equity Line of Credit”).

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The results of the voting were as follows:

Proposal 1 (Election of Directors):

Director		Votes For		Votes Against		Abstain		Broker Non-Votes
William Kerby		5,726,793		374		170		28,427
Jimmy Byrd		5,726,794.		373		170		28,427

Proposal 2 (Ratification of Independent Registered Accounting Firm):

Votes For		Votes Against		Abstain		Broker Non-Votes
5,755,236		375		153		N/A

Proposal 3 (Approval of Conversion of Series J, Series K, Series L, Series M, Series N, Series O, and Series Q Preferred Stock and Exercise of Warrants):

Votes For		Votes Against		Abstain		Broker Non-Votes
5,713,306		13,873		158		28,427

Proposal 4 (Approval of Conversion of Series L and Series Q Preferred Stock Issued to Insiders):

Votes For		Votes Against		Abstain		Broker Non-Votes
5,715,640		11,547		150		28,427

Proposal 5 (Approval of Shares Under an Equity Line of Credit):

Votes For		Votes Against		Abstain		Broker Non-Votes
5,713,333		13,884		120		28,427

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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: November 17, 2025	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer

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FAQ

What did NextTrip, Inc. (NTRP) stockholders approve at the 2025 annual meeting?

Stockholders of NextTrip, Inc. (NTRP) elected two Class II directors through the 2029 annual meeting, ratified Haynie & Company as auditor for the fiscal year ending February 28, 2026, and approved several proposals authorizing significant potential issuances of common stock related to preferred stock conversions, warrant exercises, and an equity line of credit with Alumni Capital LP.

Were the director nominees elected at the NextTrip (NTRP) 2025 annual meeting?

Yes. William Kerby received 5,726,793 votes for, and Jimmy Byrd received 5,726,794 votes for, with minimal votes against and abstentions, and both were elected as Class II directors to serve until the 2029 annual meeting of stockholders.

Did NextTrip (NTRP) stockholders approve the auditor for fiscal 2026?

Yes. Stockholders approved the ratification of Haynie & Company as NextTrip’s independent registered public accounting firm for the fiscal year ending February 28, 2026, with 5,755,236 votes for, 375 against, and 153 abstentions.

What is the 19.99% share issuance approval related to NextTrip’s preferred stock and warrants?

Stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding common stock upon conversion of multiple series of nonvoting convertible preferred stock (Series J through Series Q) and the exercise of certain warrants that were issued between December 31, 2024 and September 15, 2025.

How did NextTrip (NTRP) handle insider-related preferred stock conversions?

Stockholders approved, under Nasdaq Listing Rule 5635(c), the issuance of common shares upon conversion of outstanding shares of Series L and Series Q Nonvoting Convertible Preferred Stock that were issued to certain insiders through debt conversion agreements and securities purchase agreements entered into between December 31, 2024 and September 15, 2025.

What did NextTrip (NTRP) approve regarding the equity line of credit with Alumni Capital LP?

Stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of common stock pursuant to a Securities Purchase Agreement dated September 19, 2024, which was entered into in connection with an equity line of credit with Alumni Capital LP.

Were there broker non-votes on the NextTrip (NTRP) share issuance proposals?

Yes. Each of the share-related proposals (Proposals 3, 4, and 5) recorded 28,427 broker non-votes, while the auditor ratification proposal did not report broker non-votes.