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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): October 15, 2026
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.) |
1560
Sawgrass Corporate Parkway, Suite 400
Sunrise,
FL |
|
33323 |
| (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
2.02 — Results of Operations and Financial Condition
On
October 15, 2026, NextTrip, Inc. (NASDAQ: NTRP) issued a press release announcing financial results and providing a business update for
its fiscal second quarter and six months ended August 31, 2026.
Second-quarter
revenue was approximately $0.5 million, compared with $757,648 in the prior-year quarter, a decrease of approximately 28%. Revenue
for the six-month period increased approximately 122% to approximately $2.0 million, compared with approximately $0.9 million in the
prior-year period. Deferred revenue totaled approximately $1.2 million at August 31, 2026, supported in part by continued cruise-booking
activity. Deferred revenue is generally recognized when the related travel or service is fulfilled and is not necessarily indicative
of revenue to be recognized in any particular future period.
During
the second quarter, management made a deliberate decision to prioritize the time and resources required to strengthen the Company’s
foundation for future growth, including enhancements to NextTrip Pro and the consolidation of JOURNY TV and GoUSA TV, over maximizing
near-term revenue from existing offerings. This prioritization contributed to lower second-quarter revenue. These initiatives were substantially
completed after quarter-end and are intended to support broader commercialization and future revenue growth.
The
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additional financial information is included in the Company’s
Quarterly Report on Form 10-Q for the period ended August 31, 2026.
Item
7.01 Regulation FD Disclosure
NextTrip
operates complementary media, travel and technology businesses that serve their respective markets while contributing to an integrated
content-to-commerce ecosystem. JOURNY TV provides entertainment and travel-inspirational programming and supports advertising, sponsorship
and branded-content opportunities. JOURNYGO is designed to connect that programming with AI-assisted travel discovery, planning and bookable
travel options. NextTrip’s travel businesses and booking infrastructure support transactions and fulfillment across luxury, cruise,
group and experiential travel.
NextTrip
Pro brings together NextTrip Connect, NextTrip Groups and NextTrip Ownership Rewards through a single-sign-on platform designed to support
travel advisor and agency customer acquisition, relationship management, group operations, attribution and booking. The Company enhanced
the offering ahead of its initial commercial rollout to support host agencies, individual advisors and travel influencers.
The
JOURNY TV and GoUSA TV consolidation brought branding, programming, content licensing, technology and advertising operations onto a unified
platform. As previously announced, JOURNY TV generated more than 307 million viewing minutes from January through August 2026, averaging
approximately 38 million minutes per month, with reported on-screen viewing time exceeding 30 minutes. Distribution spans more than a
dozen major platforms in approximately 100 countries, with estimated potential global reach exceeding 250 million viewers. Potential
distribution reach is distinct from measured viewers or viewing minutes, and the January–August viewing results exclude YouTube’s
contribution.
Following
the July 2026 advertising operations transition, average monthly Samsung U.S. programmatic advertising revenue increased approximately
668% in the post-transition reporting period available as of the Company’s previously announced metrics update, compared with the
January–June 2026 monthly average. Average cost per thousand advertising impressions increased nearly sixfold. These improvements
and continued growth in available inventory supported projected calendar-year 2026 Samsung U.S. programmatic advertising revenue nearly
doubling versus calendar-year 2025. These figures relate exclusively to Samsung U.S. programmatic advertising, do not represent total
JOURNY TV or consolidated Company revenue, and use calendar-year periods distinct from the Company’s fiscal-year reporting. The
full-year figure is a projection.
Separately,
the Company previously reported a direct-sales pipeline exceeding $5 million in potential media advertising, sponsorship and strategic
partnership opportunities developed over the four months covered by that update. These opportunities are under discussion and are not
contracted commitments or guaranteed revenue.
During
the second half of fiscal 2027, management’s priorities include NextTrip Pro advisor onboarding, advertising and sponsorship commercialization,
broader JOURNYGO deployment, growth in travel bookings, and initial YADA Commerce and NextTrip LIVE initiatives. The timing and contribution
of these activities will depend on customer adoption, advertising demand, deployment schedules, travel fulfillment and execution.
The
information in 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 Securities Exchange Act of 1934, as amended (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 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 the Company or its 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 Securities and Exchange Commission (the “Commission”), reports to the stockholders of the Company and other publicly
available statements issued or released by the Company, involve known and unknown risks, uncertainties and other factors which could
cause the Company’s 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. These risks include, but are
not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect
the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s 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 October 15, 2026 |
| 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:
October 15, 2026 |
By: |
/s/
William Kerby |
| |
Name:
|
William
Kerby |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1

NextTrip
Reports Fiscal Second Quarter 2027 Results and Completes Key Platform Integration Initiatives
Six-Month
Revenue More Than Doubles to Approximately $2.0 Million; JOURNY TV Audience Engagement and Advertising Gains Support Second-Half Commercialization
Strategy
Sunrise,
FL – October 15, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” the “Company,” “we,”
“our,” or “us”), a technology-forward travel and media company defining the intersection of media, travel,
and the creator economy, today announced preliminary financial results and provided a business update for its fiscal second quarter and
six months ended August 31, 2026.
Second
Quarter and Subsequent Operating Highlights
| ● | Six-month
revenue increased approximately 122% to approximately $2.0 million, compared with approximately
$0.9 million in the prior-year period. |
| ● | Deferred
revenue totaled approximately $1.2 million at quarter-end, supported in part by continued
cruise-booking activity. |
| ● | Completed
the consolidation of JOURNY TV and GoUSA TV into a unified brand, operating
platform and technology stack, with related integration initiatives substantially completed
after quarter-end. |
| ● | Advanced
NextTrip Pro toward its initial commercial rollout following product enhancements
designed to strengthen the travel agency and advisor offering. |
| ● | Reported
more than 307 million JOURNY TV viewing minutes for January–August 2026 and significant
Samsung U.S. programmatic advertising gains following the July advertising operations transition,
providing an initial operating baseline for the consolidated media platform. |
Preliminary
Financial Results
Revenue
context
Second-quarter
revenue was $546,687, a decrease of approximately 28% from $757,648 in the prior-year quarter. For the six-month period, revenue increased
approximately 122% to $1,998,422 from $896,475 in the comparable prior-year period. Deferred revenue was approximately $1.2 million at
quarter-end, supported in part by continued growth in cruise bookings. Deferred revenue is generally recognized when the related travel
or service is fulfilled and is not necessarily indicative of revenue to be recognized in any particular future period.
Management
commentary
“Second-quarter
revenue was below our expectations as we made a conscious decision to take the time needed to build a stronger foundation for future
growth, prioritizing enhancements to NextTrip Pro and the consolidation of JOURNY TV and GoUSA TV over maximizing near-term revenue from
our existing offerings,” said Bill Kerby, Chief Executive Officer of NextTrip. “We believe this work positions
the business for more sustainable growth as we move into broader commercialization.

“The
NextTrip Pro enhancements are designed to serve host agencies, individual advisors and travel influencers, while the JOURNY TV integration
brought branding, programming, content licensing, technology and advertising operations onto a unified platform. These initiatives were
substantially completed after quarter-end. JOURNY TV’s recently reported viewing metrics and Samsung U.S. advertising improvements
give us a clearer baseline for execution and commercialization. Our focus during the second half is on advisor adoption, advertising
and sponsorship sales, broader JOURNYGO deployment and our initial YADA and NextTrip LIVE initiatives, including the first music concert
in November. We believe these capabilities strengthen our ability to connect entertainment and travel inspiration with planning, booking
and fulfillment.”
Second-Quarter
Operating Priorities
During
the second quarter, the Company concentrated personnel and capital on two initiatives intended to strengthen the commercial foundation
of its travel advisor and media businesses:
NextTrip
Pro commercial readiness. The Company made additional modifications to its B2B travel advisor offering to strengthen the initial
commercial product before launch. NextTrip Pro brings together NextTrip Connect, NextTrip Groups and NextTrip Ownership Rewards through
a single-sign-on platform designed to support customer acquisition, relationship management, group operations, attribution and travel
booking. NextTrip expects to begin initial commercial rollout and advisor onboarding activities during the third quarter.
JOURNY
TV consolidation and monetization infrastructure. The Company completed the rebranding and consolidation of GoUSA TV into JOURNY
TV, bringing the channels onto a single brand, operating platform and technology stack. The work included the platform technology transition,
deployment of advertising operations capabilities and expansion across existing and new distribution platforms. Related integration initiatives
were substantially completed after quarter-end. The unified platform supports advertising and sponsorship commercialization, with initial
Samsung U.S. programmatic advertising improvements providing a measurable example of the progress made.
JOURNY
TV Advertising and Platform Expansion. As previously reported in its initial JOURNY TV metrics release, the Company generated
more than 307 million viewing minutes from January through August 2026, averaging approximately 38 million minutes per month, with reported
on-screen viewing time exceeding 30 minutes. JOURNY TV’s distribution spans more than a dozen major platforms in approximately
100 countries, with estimated potential global reach exceeding 250 million viewers. Potential distribution reach is distinct from measured
viewers or viewing minutes. Recent expansions include YouTube, international LG Channels distribution and JOURNY Español across
Spanish-language markets; the January–August viewing results exclude YouTube’s contribution. These metrics provide a baseline
for audience engagement and commercialization rather than a measure of second-quarter financial performance.
These
capabilities support content ingest and quality control, programming and scheduling, playout workflows, FAST and connected-TV distribution,
channel monitoring, advertising technology integration and inventory monetization. The expanded infrastructure also provides reporting
across key audience and advertising metrics, including minutes watched, platform and geographic performance, advertising impressions,
fill rates, revenue generated per thousand impressions and overall advertising revenue.
Following
the July 2026 transition to a new advertising operations partner, average monthly Samsung U.S. programmatic advertising revenue increased
approximately 668% in the post-transition reporting period available to date compared with the January–June 2026 monthly average,
while average cost per thousand advertising impressions (CPM) increased nearly sixfold. These improvements and continued growth in available
inventory support projected calendar-year 2026 Samsung U.S. programmatic advertising revenue nearly doubling versus calendar-year 2025.
These figures relate exclusively to Samsung U.S. programmatic advertising and do not represent total JOURNY TV or NextTrip consolidated
revenue. The full-year figure is a projection covering January–December, separate from the Company’s fiscal-year reporting.

The
August 2026 Elemental TV JOURNY Audience Extension Model estimates that approximately 56% of viewers are age 45 or older and approximately
36% are in households earning $200,000 or more, compared with 23% in the modeled blended distribution footprint. These modeled estimates
combine measured delivery data with platform-published audience composition and are an audience-planning reference, not a direct census
of viewers across JOURNY TV’s global distribution. Together with sustained viewing engagement, they provide context for advertiser,
sponsor and travel-partner discussions.
Content
to Commerce and Growth Initiatives
JOURNYGO.
The Company completed the beta phase of JOURNYGO, its content-to-commerce engagement tool designed to connect on-screen
travel inspiration with AI-assisted discovery, planning and bookable travel options. Based on initial beta engagement, NextTrip plans
broader deployments across additional shows and distribution platforms during the third quarter, creating additional opportunities to
measure how viewers move from content engagement toward travel consideration and booking.
Advertising
and sponsorship pipeline. Separate from programmatic advertising, NextTrip’s direct sales organization has built a pipeline
of more than $5 million in potential new media advertising, sponsorship and strategic partnership opportunities over the four months
covered by the previously announced JOURNY TV metrics update. These opportunities are under discussion and are not contracted commitments
or guaranteed revenue. With expanded advertising operations and performance reporting supporting JOURNY TV, the Company is working to
convert commercial interest into direct campaigns, sponsorships and branded-content relationships across its media and travel ecosystem.
YADA
and NextTrip LIVE. NextTrip expects its controlling interest in YADA Commerce and the launch of the first YADA and NextTrip LIVE
event and concert initiatives to begin contributing during the third quarter. The Company also expects these initiatives to create opportunities
across creator commerce, sponsorship, event revenue and travel bookings. NextTrip Groups is intended to support reservations, attendee
travel and event logistics, providing infrastructure that can be used across future events and entertainment categories.
Cruise.
Cruise bookings continued to grow during the quarter and contributed to the Company’s deferred-revenue balance. The Company’s
cruise platform provides access to more than 10,000 sailings across over 35 cruise lines, expanding the range of higher-value travel
products available through the NextTrip ecosystem. Revenue from cruise bookings is generally recognized in connection with fulfillment
of the related travel.
Multiple
Commercialization Channels
The
Company’s second-half commercialization strategy spans complementary revenue channels. JOURNY TV is designed to generate advertising,
sponsorship and branded-content revenue around entertainment and travel-inspirational programming, while JOURNYGO and the Company’s
booking infrastructure connect that inspiration with travel discovery, planning and transactions. NextTrip Pro supports travel agency
and advisor adoption, customer engagement and booking activity; YADA and NextTrip LIVE create opportunities across creator commerce,
sponsorship, event revenue and group travel. Each business serves its own market while contributing capabilities to the broader ecosystem.
Management believes these capabilities can increasingly reinforce one another from audience engagement through booking and fulfillment.

Fiscal
2027 Outlook
NextTrip
expects operating activity to strengthen and ramp during the second half of fiscal 2027 as the Company transitions from platform integration
and product enhancement toward commercialization. The timing and level of contribution from these initiatives will depend on commercial
launch schedules, customer and advisor adoption, advertising demand, campaign timing, travel fulfillment and event execution. Management’s
current priorities include:
| ● | Launching
the initial commercial offering of NextTrip Pro and beginning advisor onboarding and adoption; |
| ● | Expanding
JOURNY TV advertising, sponsorship and programmatic monetization, informed by the initial
Samsung U.S. advertising results and enhanced audience and performance reporting; |
| ● | Deploying
JOURNYGO across additional programming and distribution platforms; |
| ● | Growing
cruise, luxury, group and experiential travel bookings; and |
| ● | Beginning
the contribution of YADA Commerce and NextTrip LIVE initiatives, including travel activity
supported through NextTrip Groups. |
During
the balance of fiscal 2027, management expects the most relevant indicators of operating progress to include NextTrip Pro advisor onboarding
and booking activity; JOURNY TV audience, advertising-impression and monetization metrics; broader deployment and engagement of JOURNYGO;
cruise and group-travel bookings; and initial contributions from YADA Commerce and NextTrip LIVE initiatives.
Additional
Financial Information
Complete
financial results for the quarter and six months ended August 31, 2026, including operating expenses, net loss, loss per share, cash
and liquidity information, will be included in the Company’s Quarterly Report on Form 10-Q to be filed with the U.S. Securities
and Exchange Commission. Investors should review the Form 10-Q in its entirety when filed.
About
NextTrip
NextTrip,
Inc. (NASDAQ: NTRP) is a technology-forward travel and media company defining the intersection of media and travel. NextTrip offers complementary
brands that serve consumers and business customers in their respective markets while contributing to a broader content-to-commerce ecosystem.
Its
portfolio includes JOURNY TV, TravelMagazine.com, JOURNYGO, YADA’s creator-commerce capabilities, Five Star Alliance, NextTrip
Travel and NextTrip Pro’s advisor and group travel services. Together, these businesses combine entertainment, travel inspiration,
audiences, booking capabilities and shared technology to engage travelers from discovery through planning, booking and fulfillment.
By
connecting its brands, NextTrip seeks to strengthen each line of business, support growth across the ecosystem and create value for consumers,
shareholders and travel professionals, while expanding opportunities for destinations, creators, sponsors, advertisers and industry partners.
For
more information, visit www.nexttripinc.com and investors.nexttrip.com. Follow us on LinkedIn
and on X.

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.
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 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
Email:
Richard.Marshall@NextTrip.com
For
investor relations inquiries, please contact:
Jérôme
Cliche
Oncore
Network LLC
Phone:
+1-302-488-9830
Email:
IR@oncorenetwork.com