NextTrip (NASDAQ: NTRP) raises $4M via secured convertible note and warrant deal
Rhea-AI Filing Summary
NextTrip, Inc. entered into a financing with Lind Global Fund III LP that provides $4,000,000 in funding in exchange for a $4,600,000 Senior Secured Convertible Promissory Note and a Common Stock Purchase Warrant for 1,030,928 shares at $3.88 per share, plus a $120,000 commitment fee deducted from funding.
The non-interest-bearing note, described as an 18‑month senior secured convertible note, is to be repaid in 14 monthly installments of $328,571 beginning 120 days after issuance. Installments may be satisfied in cash at 1.04 times the payment amount, in stock at a formula-based Repayment Share Price, or a mix, subject to conditions. Lind may convert principal at a fixed price of $3.88 per share and holds a five‑year warrant, with issuances capped by a 4.99% Beneficial Ownership Limitation (adjustable up to 9.99%) and a 19.99% aggregate issuance threshold without stockholder approval under Nasdaq Listing Rule 5635(d). The note is secured by a first‑priority lien on all assets, subsidiary guarantees, and equity pledges, and becomes immediately due at 120% of outstanding principal upon defined events of default. NextTrip states it plans to use the capital to advance its media and travel platforms, support working capital, and repay certain existing convertible obligations in cash.
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Filing Explained
The July 21 closing completed the financing, but its note permits stock repayment or conversion and includes a warrant, leaving potential dilution for existing holders.
The filing reports that the NextTrip financing closed on
The accompanying release says the structure allows repayment entirely in cash without requiring share issuances, but the filed terms also expressly permit stock repayment, conversion at
In the latest quarterly data, cash and equivalents were
The filing commits the company to file a resale registration statement within 30 days of closing; the first scheduled note installment begins 120 days after issuance, providing the next stated checkpoints for resale and repayment mechanics.
Sources and calculations
- July 21, 2026 Form 8-K, including Exhibit 99.1 (2026-07-21)
- NextTrip second-quarter 2026 fundamentals (2026-05-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $803,490 / ($2,343,339 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
Senior Secured Convertible Promissory Note financial
Common Stock Purchase Warrant financial
Beneficial Ownership Limitation regulatory
Nasdaq Listing Rule 5635(d) regulatory
Event of Default financial
Regulation D regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing agreement did NextTrip (NTRP) enter into with Lind Global Fund III?
What are the key repayment terms of NextTrip’s $4.6M convertible note with Lind?
At what price can Lind convert the NextTrip note and exercise its warrant?
How is the Lind Note secured and what happens if NextTrip defaults?
How does NextTrip plan to use the proceeds from the Lind financing?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 July 21, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with Lind Global Fund III LP, a Delaware limited partnership (“Lind”). Under the SPA, subject to the satisfaction of certain closing conditions, the Company will receive $4,000,000 in funding from Lind in exchange for the issuance to Lind of a Senior Secured Convertible Promissory Note in the principal amount of $4,600,000 (the “Lind Note”) and a Common Stock Purchase Warrant for the purchase of 1,030,928 shares of our common stock at a price of $3.88 per share, subject to adjustment, and exercisable for five years (the “Lind Warrant” and, together with the Lind Note, the “July Securities”). As additional consideration to Lind, the Company has agreed to pay a commitment fee in the amount of $120,000, which shall be paid by deduction from the funding to be received. The SPA contains customary representations and warranties of the Company and Lind, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
The Lind Note, which does not accrue interest, shall be repaid in 14 consecutive monthly installments in the amount of $328,571 beginning 120 days from the issuance date. While the Lind Note is outstanding, Lind may elect with respect to no more than two monthly payments to increase the amount of such monthly payment up to $750,000, upon notice to the Company. The monthly payments due under the Lind Note may be made by the issuance of common stock valued at the Repayment Share Price (as defined below), cash in an amount equal to 1.04 times the required payment amount, or a combination of cash and shares of our common stock. The “Repayment Share Price” is defined in the Lind Note as 90% of the average of the five lowest daily volume weighted average prices of one share of the Company’s common stock during the 20 trading days prior to the payment date. The Lind Note sets forth certain conditions that must be satisfied before the Company may make any monthly payments in shares of common stock.
The Lind Note may be converted by Lind from time to time at a price of $3.88 per share, (the “Conversion Price”). The Conversion Price is subject to adjustments from customary corporate events such as splits and stock dividends. In addition, except for Exempted Securities (as defined in the Note), in the event that the Company issues any additional shares of Common Stock or securities convertible into or exercisable for such shares at an effective price below the then Conversion Price, the Conversion Price will be reduced to such effective price. The dollar amount of any conversions by Lind will be applied toward upcoming Lind Note payments in reverse chronological order. The Lind Note may be prepaid in whole upon written notice on any business day after the earlier to occur of (i) the resale registration statement for the shares underlying the Lind Note being declared effective by the Securities and Exchange Commission or (ii) the date that the shares issued pursuant to conversion of the Lind Note may be immediately resold under Rule 144 without restriction on the number of shares to be sold or the manner of sale; but in the event of a prepayment notice, Lind may convert up to one-third of principal amount due at the lesser of the Repayment Share Price or the Conversion Price.
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Issuance of shares of common stock upon repayment or conversion of the Lind Note (the “Note Shares”) and upon exercise of the Lind Warrant (the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares of common stock; provided that such limitation may be increased to up to 9.99% (and may, for the avoidance of doubt, also be decreased to 4.99%) pursuant to the terms of the SPA. Additionally, the issuance in the aggregate of any Note Shares and Warrant Shares in excess of 19.99% of the outstanding common stock shall be subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).
Upon the occurrence of any Event of Default (as defined in the Lind Note), the Lind Note will become immediately due and payable and the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, in addition to any other remedies under the Lind Note or the other Transaction Documents. Events of Default include, among others, failure of the Company to make any Note payment when due, a default in any indebtedness or adverse judgements in excess of threshold amounts, the failure of the Company to instruct its transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being publicly traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s common stock for a specified period, the announcement or consummation of a Change of Control (as defined in the SPA), the failure to file reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified period, each as defined in the Lind Note.
The Lind Note contains certain negative covenants, including restricting the Company from the sale of assets and the sale of variable rate securities other than issuances pursuant to an ATM Agreement. Additionally, unless waived by Lind, the Company shall be required to utilize a portion of the proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount due under the Lind Note.
The Company’s obligations under the Lind Note are secured by a first-priority security interest in all of its assets pursuant to the terms of a security agreement (the “Security Agreement”), in favor of Lind. The Company has also entered into a pledge agreement, (the “Pledge Agreement”) in favor of Lind with respect to the equity that it holds in its subsidiaries. In addition, the Company’s subsidiaries have guaranteed all of the obligations of the Company pursuant to the terms of the guaranty (the “Guaranty”), and the Company and one of its subsidiaries entered into a Pledge Agreement.
The Lind Warrant may be exercised via cashless exercise in the event there is no effective registration statement covering the shares of common stock underlying the Lind Warrant.
The sale of the Lind Note and Lind Warrant and the terms of the offering are set forth in the SPA, the Lind Note, the Lind Warrant, the Security Agreement, the Guaranty and the Pledge Agreement (collectively, the “Transaction Documents”).
Based in part upon the representations of Lind in the SPA, the offering and sale of the securities was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.
Pursuant to the SPA, the Company agreed to file a registration statement within 30 days of the closing to register for resale all of the Note Shares and Warrant Shares issued to Lind in the offering.
The foregoing description of the SPA, Lind Note, the Lind Warrant, the Security Agreement, the Guaranty and the Pledge Agreement is qualified by reference to the full text of the forms of such Transaction Documents, which are filed as exhibits to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
Neither this Report, nor any exhibit filed hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein. Such disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered under the Securities Act, and may not be offered or sold absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
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Item 2.03 Creation of a Direct Financial Obligation, Off-Balance Sheet Arrangement
The information in Item 1.01 of this Current Report is hereby incorporated by reference. The closing of the transactions contemplated by the SPA occurred on July 21, 2026.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. Based in part upon the representations of Lind in the SPA, the offering and sale of the securities described above was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the closing of the contemplated offering with Lind and the amount of aggregate gross proceeds the Company expects to receive in connection therewith are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in the Company’s filings with the SEC, including its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K. Any of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in turn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith
| Exhibit Number | Description | |
| 4.1 | Form of Lind Warrant | |
| 10.1 | Securities Purchase Agreement, dated July 17, 2026, by and between the Company and Lind Global Fund III LP | |
| 10.2 | Form of Senior Secured Convertible Promissory Note | |
| 10.3 | Form of Security Agreement | |
| 10.4 | Form of Guaranty | |
| 10.5 | Form of Pledge Agreement | |
| 99.1 | Press Release, dated July 22, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the inline XBRL Document) |
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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: | July 22, 2026 | By: | /s/ William Kerby | |
| Name: | William Kerby | |||
| Title: | Chief Executive Officer | |||
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Exhibit 99.1
NextTrip Secures $4.6 Million Strategic Growth Capital to Accelerate Expansion and Strengthen Capital Structure
Flexible Financing Provides Growth Capital While Allowing Company to Repay Principal and Interest Entirely in Cash Without Requiring Share Issuances
Santa Fe, NM – July 22, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “the Company,” “we,” “our,” or “us”), a technology-forward travel and media company defining the intersection of travel, media and the creator economy, today announced that it has entered into a definitive financing agreement with Lind Global Fund III, LP, managed by The Lind Partners (together, “Lind”) providing the Company with an 18-month senior secured convertible note for up to $4.6 million. Additional information regarding the financing, including the complete terms and conditions of the transaction, is available in the Company’s Current Report on Form 8-K filed concurrently with this announcement.
The financing provides NextTrip with strategic growth capital at what management believes is a pivotal point in the Company’s evolution, while also providing significant flexibility through a structure that allows the Company to repay both principal and interest entirely in cash, thereby avoiding conversions should management determine that to be in the best interests of shareholders. Combined with the continued financial support of the Company’s Board, management team and core founding investors, management believes this financing provides the necessary capital to execute the upcoming launch of strategic initiatives including the NextTrip travel agent, groups and community platforms all key in positioning the business to scale toward cash flow break-even.
The note includes a fixed conversion price of $3.88 per share, representing a substantial premium to the Company’s current market price.
The Company expects to utilize the proceeds to:
● Accelerate commercialization of its expanding
media, advertising and creator commerce platforms;
● Continue rollout of NextTrip Pro, the Company’s next-generation travel advisor platform;
● Support growth initiatives across JOURNY TV, YADA Commerce, cruise, luxury and group travel businesses;
● Increase working capital to support expanding operations; and
● Repay and eliminate certain existing convertible obligations held by other investors through negotiated cash repayments, reducing
future potential share issuances and simplifying the Company’s capital structure.
Complete terms of the financing will be disclosed in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.
“We believe this financing represents an important milestone for NextTrip and reflects growing institutional confidence in our long-term strategy,” said Bill Kerby, Co-Founder and Chief Executive Officer of NextTrip. “Unlike many traditional convertible financings, this structure provides the Company with significant flexibility. The conversion price is substantially above today’s market price, while giving us the ability to repay the financing entirely in cash without requiring conversions. Just as importantly, this capital allows us to retire other outstanding convertible obligations over the coming months through cash repayments rather than equity issuances, strengthening our balance sheet while minimizing shareholder dilution. Together with the continued support of our founding investors, we believe this financing provides the capital required to execute our strategic plan and positions the Company to scale toward positive operating cash flow without anticipating additional structured financing transactions in the near term.”
Kerby continued: “We believe NextTrip is entering one of the most exciting periods in its history. Over the past eighteen months we have assembled a highly differentiated platform combining premium travel media, proprietary booking technology, luxury travel, creator commerce, AI-powered engagement, group travel and advertising into an integrated content-to-commerce ecosystem. As we highlighted in our recently reported first quarter results, many of these investments are now beginning to gain traction. This financing provides the resources necessary to accelerate that momentum while maintaining the financial flexibility to execute our long-term strategy.
“Our Board of Directors, management team and founding investors have invested more than $20 million of their own capital to acquire strategic businesses, develop our proprietary technology platform and build what we believe is a differentiated media-driven travel commerce company. As the Company’s largest shareholders, our interests remain directly aligned with those of all shareholders. We continue to carefully evaluate financing alternatives that support long-term value creation while seeking to minimize dilution, strengthen our balance sheet and provide the capital necessary to execute and scale our business. Based on our current operating plan, this financing, together with continued insider support if needed, provides what we believe is the capital required to reach the next stage of our growth strategy, allowing management to remain focused on execution rather than pursuing additional structured capital raises in the near term. We believe this financing reflects that disciplined approach and positions NextTrip to capitalize on the significant opportunities ahead.”
Management believes Fiscal 2027 represents a transformational period for the Company as multiple strategic initiatives begin contributing to revenue growth and margin expansion, including:
● Continued expansion of higher-margin advertising
and sponsorship revenues;
● Integration of YADA Commerce’s creator economy platform;
● Launch of the Company’s NextTrip Pro travel advisor platform;
● Expansion of JOURNY TV through the integration of GoUSA TV and international distribution initiatives;
● Continued growth in cruise, luxury, destination wedding and group travel bookings; and
● Further development of proprietary AI-powered travel technologies and commerce solutions.
The Company believes these initiatives position NextTrip to generate an increasing percentage of revenue from scalable, higher-margin media, advertising, technology and creator commerce businesses while continuing to grow its core travel operations.
About The Lind Partners
The Lind Partners manages institutional funds that invest in small-cap and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind’s multi-strategy funds make direct investments up to US$50 million, invest in syndicated equity placements and selectively buy on market. Having completed more than 200 direct investments totaling over US$2 billion in transaction value, Lind has been a flexible and supportive capital partner to investee companies since 2011.
About NextTrip
NextTrip, Inc. (NASDAQ: NTRP) is a technology-forward travel and media company defining the intersection of media, travel, and the creator economy. Through its owned media platforms, including JOURNY TV and TravelMagazine.com, its recently acquired controlling interest in YADA Commerce Inc., a licensed TikTok Partner Agency specializing in creator recruitment, audience development, affiliate commerce, livestream commerce, and creator monetization, and NextTrip’s proprietary travel technology stack, NextTrip delivers an integrated content-to-commerce ecosystem that connects travel discovery directly to transaction and fulfillment.
The Company operates a portfolio of travel brands and platforms, including Five Star Alliance, a global luxury hotel and resort booking platform; NXT2.0, its proprietary booking and payments engine; and NextTrip Groups (formerly TA Pipeline), a purpose-built group travel and meetings booking platform serving travel advisors, suppliers, and destination partners. Together, these assets enable frictionless booking across luxury FIT (Flexible Independent Travel), group travel, destination weddings, conferences, live events, and concierge-managed experiences, supported by flexible payment options such as PayDlay.
By combining premium video storytelling, creator-led social commerce, and integrated booking technology, NextTrip enables consumers to move seamlessly from inspiration to booking, while providing creators, destinations, brands, and travel partners with measurable audience engagement, demand generation, and conversion opportunities.
For more information, visit www.nexttrip.com and investors.nexttrip.com.
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
Richard.Marshall@nextTrip.com