NextTrip (NTRP) swaps chairman‑linked debt into 12% preferred

Q: What are the key terms of NTRP’s new Series B Convertible Preferred Stock?

The Series B has a $1,000 stated value, 12.0% cumulative compounding annual dividends payable quarterly, ranks senior to common stock, is generally non‑voting but has protective rights, is redeemable at stated value plus dividends, and is convertible into common stock at $3.88 per share.

Q: How many Series B preferred shares did NextTrip (NTRP) designate?

NextTrip designated 4,500 shares of its preferred stock as Series B Convertible Preferred Stock under a Certificate of Designation filed with the Nevada Secretary of State on August 27, 2026.

Q: What is the dividend rate and start date for NTRP’s Series B Preferred Stock?

Each Series B share accrues 12.0% per annum, cumulative and compounding, with dividends payable quarterly beginning on January 2, 2027. Dividends may be paid in cash or additional Series B shares at the stated value.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NextTrip, Inc. (NTRP) entered into an exchange agreement with Monaco Investment Partners II, LP, its existing lender, effective August 25, 2026. The agreement increases the lender’s line of credit to $3,500,000 (including a $500,000 credit increase) and exchanges the aggregate outstanding principal and accrued interest into newly created Series B Convertible Preferred Stock at a $1,000 stated value per share. The exchange closed when the Series B Certificate of Designation was filed on August 27, 2026. The company designated 4,500 preferred shares as Series B, ranking pari passu with existing preferred and senior to common stock, and issued them in a private, unregistered offering under Section 4(a)(2) and/or Regulation D.

The Series B carries a 12.0% cumulative, compounding annual dividend, payable quarterly in cash or additional preferred shares beginning January 2, 2027, has limited voting rights with protective provisions, and is convertible at the holder’s option into common stock at an initial price of $3.88 per share, subject to adjustments and a 19.99% beneficial ownership cap. NextTrip may redeem the Series B at the stated value plus accrued dividends. The lender is owned and operated by chairman Donald P. Monaco, and the related‑party transaction was approved by disinterested directors and the audit committee.

8-K Event Classification

4 items: 1.01, 3.02, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Existing Line of Credit: $3,000,000 Credit Increase: $500,000 Stated Value per Series B share: $1,000.00 +5 more

8 metrics

Existing Line of Credit $3,000,000 Aggregate principal amount of advances under the Credit Agreement prior to the credit increase

Credit Increase $500,000 Increase to the line of credit effective August 25, 2026

Stated Value per Series B share $1,000.00 Per share stated value used to determine the number of Series B Preferred Stock shares issued

Series B shares designated 4,500 shares Number of preferred shares designated as Series B Convertible Preferred Stock

Series B dividend rate 12.0% per annum Cumulative, compounding annual dividend on Series B, payable quarterly

Conversion price $3.88 per share Initial conversion price for Series B Preferred Stock into common stock

Beneficial ownership cap 19.99% Maximum common stock ownership permitted for a holder upon Series B conversion

Dividend commencement date January 2, 2027 First Quarterly Payment Date for Series B dividends

Key Terms

Series B Convertible Preferred Stock, Stated Value, pari passu, beneficial ownership limitations, +2 more

6 terms

Series B Convertible Preferred Stock financial

"designating 4,500 shares of the Company’s preferred stock as Series B Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Stated Value financial

"divided by, $1,000.00 representing the per share Stated Value of Series B"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

pari passu financial

"The Series B Preferred Stock will rank pari passu to the Company’s existing preferred"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

beneficial ownership limitations financial

"subject to adjustment under certain limited circumstances and subject to beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

restricted securities financial

"will constitute, “restricted securities” within the meaning of Rule 144 under the Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Certificate of Designation regulatory

"filed a Certificate of Designation of Series B Convertible Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

FAQ

What capital change did NextTrip, Inc. (NTRP) announce in this 8-K?

NextTrip, Inc. entered an exchange agreement that increases its line of credit to $3,500,000 and exchanges the outstanding principal and accrued interest into newly created Series B Convertible Preferred Stock with a $1,000 stated value per share.

What are the key terms of NTRP’s new Series B Convertible Preferred Stock?

The Series B has a $1,000 stated value, 12.0% cumulative compounding annual dividends payable quarterly, ranks senior to common stock, is generally non‑voting but has protective rights, is redeemable at stated value plus dividends, and is convertible into common stock at $3.88 per share.

How many Series B preferred shares did NextTrip (NTRP) designate?

NextTrip designated 4,500 shares of its preferred stock as Series B Convertible Preferred Stock under a Certificate of Designation filed with the Nevada Secretary of State on August 27, 2026.

What is the dividend rate and start date for NTRP’s Series B Preferred Stock?

Each Series B share accrues 12.0% per annum, cumulative and compounding, with dividends payable quarterly beginning on January 2, 2027. Dividends may be paid in cash or additional Series B shares at the stated value.

What conversion limitations apply to NTRP’s Series B Preferred Stock?

Series B shares are convertible at the holder’s option into common stock at $3.88 per share, but conversions are limited so that a holder cannot own more than 19.99% of NextTrip’s outstanding common stock as a result of such conversions.

Was the issuance of NTRP’s Series B Preferred Stock registered with the SEC?

No. The Series B Convertible Preferred Stock was issued to the lender in a private transaction relying on Section 4(a)(2) of the Securities Act and/or Regulation D, and the securities are characterized as “restricted securities” under Rule 144.

Is the NTRP Series B Preferred Stock transaction a related‑party deal?

Yes. The lender, Monaco Investment Partners II, LP, is owned and operated by chairman Donald P. Monaco. The transaction was reviewed and approved by disinterested directors and the audit committee under Nevada law, Nasdaq rules, and the company’s Related Party Transactions Policy.

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Understanding 8-K Material Events →

Available on EDGAR 08/27/2026 - 04:01 PM Accepted by SEC EDGAR 08/27/2026 - 04:01 PM

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): August 25, 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.)

1500 Sawgrass Corporate Parkway, Suite 400
Sunrise, Florida		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 1.01 Entry into a Material Definitive Agreement

As previously disclosed, NextTrip, Inc. (the “Company”) and Monaco Investment Partners II, LP (the “Lender”) entered into a Line of Credit Agreement, as amended (the “Credit Agreement”). Pursuant to the Credit Agreement, the Lender has made advances to the Company in the aggregate principal amount of $3,000,000 (the “Line of Credit”).

Effective August 25, 2026 (the “Effective Date”), the Company and the Lender entered into an exchange agreement (the “Exchange Agreement”), pursuant to which the Company agreed to (i) increase the Line of Credit by $500,000 (the “Credit Increase” and together with the Line of Credit, the “Advances”) issue and deliver to the Lender such number of shares of the Company’s newly created Series B convertible preferred stock, par value $0.001 (the “Series B Preferred Stock”) equal to the Advances plus all interest accrued thereunder through the Effective Date (the “Outstanding Debt”) divided by, $1,000.00 representing the per share Stated Value of Series B Preferred Stock in exchange for the cancellation of the Outstanding Debt. The Exchange Agreement closed upon the filing of the Series B Certificate of Designation, as discussed below, on August 27, 2026.

The Exchange Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

See Item 5.03 below for a description of the terms of the Series B Preferred Stock, which is incorporated by reference herein.

The Lender is owned and operated by the Company’s chairman of the board of directors, Donald P. Monaco. As such, the transaction was reviewed and approved by the disinterested directors on the Company’s board of directors and the audit committee in accordance with the Nevada corporate law, Nasdaq listing rules, and the Company’s Related Party Transactions Policy.

The foregoing summary of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the full text of the Exchange Agreement attached herein as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 regarding the issuance of the Preferred Shares is hereby incorporated herein by reference.

The Series B Preferred Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and was issued to the Lender in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Series B Preferred Stock constitute, and the shares of Company common stock underlying the preferred shares, when issued upon conversion of the Series B Preferred Stock, will constitute, “restricted securities” within the meaning of Rule 144 under the Act.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Withdrawal of Predecessor Series B Convertible Preferred Stock

On August 27, 2026, the Company withdrew the certificate of designation for its predecessor series B convertible preferred stock (the “Predecessor Series B Stock”), by filing a Certificate of Withdrawal with the Nevada Secretary of State (the “Certificate of Withdrawal”). There were no shares of preferred stock outstanding under the Predecessor Series B Stock when filed. A copy of the Certificate of Withdrawal is attached hereto as Exhibit 3.1to this Current Report, and is incorporated by reference herein.

Series B Convertible Preferred Stock

On August 27, 2026, in connection with the Exchange Agreement, the Company has filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 4,500 shares of the Company’s preferred stock as Series B Preferred Stock.

The terms and conditions set forth in the Series B Certificate of Designation are summarized below:

Ranking. The Series B Preferred Stock will rank pari passu to the Company’s existing preferred shares and prior to the holders of the Company’s Common Stock and any other series of capital stock ranking junior to the Preferred Shares.

Dividends. From and after the first date of issuance of any Series B Preferred Stock, each holder of Series B Preferred Stock (the “Holder”) shall be entitled to receive and the Company shall pay, beginning January 2, 2027 and the first day of each subsequent calendar quarter thereafter, dividends which shall be computed on the basis of a 360-day year (the “Quarterly Payment Date”) and the actual number of days elapsed and shall accrue twelve percent (12.0%) per annum, cumulative and compounding, for each share of Series B Preferred Stock. On each Quarterly Payment Date, the Company shall pay the dividends either in cash or in additional shares of Series B Preferred Stock issued at the Stated Value. The form of payment shall be determined by the Company, in its sole discretion, at each Quarterly Payment Date.

Voting. Except as otherwise provided herein or as required by the Nevada Revised Statutes, the Series B Preferred Stock shall have no voting rights. However, without the affirmative vote of the holders of a majority of the then outstanding Series B Preferred Stock, the Company may not (i) alter or change adversely the powers, preferences or rights given to Series B Preferred Stock or alter or amend the Certificate of Designation in any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (ii) issue further Series B Preferred Stock or increase or decrease the number of authorized shares of Series B Preferred Stock, or (iii) enter into any agreement with respect to the foregoing.

Conversion. At the option of the Holder, each outstanding share of Series B Preferred Stock may be converted to the number of shares of Common stock equal to the quotient obtained by dividing (i) the Stated Value of such share of Series B Preferred Stock plus all accrued and unpaid dividends thereon by (ii) an initial conversion price of $3.88, subject to adjustment under certain limited circumstances and subject to beneficial ownership limitations. The Series B Certificate of Designation contains conversion or exercise limitations which provide that the Company shall not issue or sell any shares of Common Stock pursuant to the conversion of the Series B Preferred Stock, where such conversion would lead to the Holder holding an aggregate number of shares of Common Stock that would exceed 19.99% of the Company’s outstanding shares of Common Stock.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series B Preferred Stock will be entitled to receive in preference to the holders of Common Stock and any class of capital stock junior to the Series B Preferred Stock an amount per share equal to the Stated Value plus all accrued and unpaid dividends.

Redemption. The Company has the right to redeem all or any portion of the Series B Preferred Stock at a price per share equal to the Stated Value plus all accrued and unpaid dividends.

The foregoing summary of the Series B Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Series B Certificate of Designation attached as Exhibit 3.2 to this Current Report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith

Exhibit Number		Description
3.1		Withdrawal of Certificate of Designation of Series B Preferred Stock.
3.2		Certificate of Designation of Series B Convertible Preferred Stock.
10.1		Exchange Agreement, dated August 25, 2026, by and between the Company and the Lender.
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: August 27, 2026	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

21 documents

Agreements & Contracts

EX-10.1 EX-10.1 127.8 KB