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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): March 13,2026 (March 11,2026)
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.) |
| 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.
On
March 11, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a new employment agreement (the “Employment
Agreement”) with Frank Orzechowski (“Employee”) setting forth the terms of Employee’s continued service as the
Company’s Chief Financial Officer. The effective date of the Employment Agreement is retroactive to February 10,2026. The term
of employment is on a monthly basis subject to a six-month severance payment in the case of involuntary termination or Employee resigns
for good reason. Employee will receive a base annual base salary of $250,000 (the “Base Salary”), an equity bonus grant of
10,000 shares of the Company’s Common Stock under the Company’s 2023 Equity Incentive Plan (the “Plan”) and a
guaranteed cash bonus of $13,500 for the 2026 calendar year. From September 1,2025 through March 31,2026, $50,000 of the Base Salary
will be satisfied in fully vested shares of the Company’s common stock issued under the Plan based on the closing price of the
Company’s Common Stock on February 10,2026. Employee is also eligible to earn an annual performance bonus with a target opportunity
of between $50,000 and $150,000 as determined by the Compensation Committee upon achievement of performance objectives as set forth in
the Employment Agreement. Employee is also eligible to participate in additional grants of awards under the Plan as approved by the Compensation
Committee and Board of Directors.
The
foregoing summary of the Employment 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, which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
|
|
|
| 10.1 |
|
Employment Agreement. |
| |
|
|
| 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:
March 13, 2026 |
By: |
/s/
William Kerby |
| |
Name:
|
William Kerby |
| |
Title: |
Chief Executive Officer |
