Director loans converted to Series Q preferred at NextTrip (NTRP) in $152,970 deal

Rhea-AI Filing Summary

NextTrip, Inc. entered into debt conversion agreements with two independent directors, Carmen Diges and Stephen Kircher, converting related-party loans into new preferred equity. On September 15, 2025, an aggregate of $152,970 in principal and accrued interest on unsecured promissory notes was converted into 47,803 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock at a price of $3.20 per share, effective retroactively to September 3, 2025. The Series Q Preferred Stock and the underlying common shares were issued in private, unregistered transactions relying on Section 4(a)(2) and/or Regulation D exemptions, and are characterized as restricted securities under Rule 144.

Insights

Capital structure & governance analyst

NextTrip converts director loans into preferred equity via a small related-party debt-for-equity swap.

The company converted an aggregate of $152,970 in unsecured promissory notes owed to two independent directors into 47,803 restricted shares of Series Q Nonvoting Convertible Preferred Stock at $3.20 per share, retroactive to September 3, 2025. This shifts obligations from debt to a new preferred equity class, modestly changing the capital mix while involving related parties through formal agreements.

The preferred shares were issued in transactions exempt from Securities Act registration under Section 4(a)(2) and/or Regulation D, and are deemed “restricted securities” under Rule 144, as are the common shares issuable upon conversion. The filing references a prior report that describes the Series Q terms and includes the certificate of designation, which will govern any future conversions into common stock.

Because the dollar amount is relatively small and no immediate cash changes hands, the direct financial impact appears limited to balance sheet reclassification of this related-party debt. Future company filings describing any conversions of the Series Q Preferred into common stock will clarify longer-term effects on share count and ownership mix.

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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): September 18, 2025 (September 15, 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 1.01 Entry into a Material Definitive Agreement

Reference is made to the Current Report on Form 8-K (the “Current Report”) of NextTrip, Inc., a Nevada corporation (the “Company”), filed on September 15, 2025 with the Securities and Exchange Commission with respect to the issuance and sale of restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred Stock”). The Current Report contains a description of the terms of the Series Q Preferred Stock with the Certificate of Designation for such series attached as an exhibit to such Report.

Conversion of Related Party Loans into Series Q Preferred Stock

On September 15, 2025, the Company entered into debt conversion agreements with Carmen Diges and Stephen Kircher (the “Related parties”), two of the Company’s independent directors, pursuant to which the Company and the Related Parties agreed to convert (the “Conversion”) an aggregate of $152,970 (principal and accrued interest) in existing unsecured promissory notes owed to the Related Parties for monies advance to the Company into an aggregate of 47,803 restricted shares of Series Q Preferred Stock of the Company at a purchase price of $3.20 per share. The Conversion was retroactive to September 3, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

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

The shares of Series Q Preferred issued by the Company (the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the respective recipients in transactions 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 Securities constitute, and the shares of Company common stock underlying the shares of the Series Q Preferred Stock, when issued upon conversion of the Series Q Preferred Stock, will constitute, “restricted securities” within the meaning of Rule 144 under the Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Debt Conversion Agreement.
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: September 18, 2025	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer

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FAQ

What transaction did NextTrip, Inc. (NTRP) disclose in this 8-K?

NextTrip, Inc. disclosed that it entered into debt conversion agreements with two independent directors under which existing unsecured promissory notes totaling $152,970 in principal and accrued interest were converted into 47,803 restricted shares of Series Q Nonvoting Convertible Preferred Stock at $3.20 per share, effective retroactively to September 3, 2025.

Who are the related parties involved in the NextTrip (NTRP) debt conversion?

The related parties are Carmen Diges and Stephen Kircher, both identified as independent directors of NextTrip, Inc. They held unsecured promissory notes that were converted into shares of Series Q Nonvoting Convertible Preferred Stock under the disclosed agreements.

How many Series Q Preferred shares did NextTrip (NTRP) issue and at what price?

NextTrip, Inc. issued an aggregate of 47,803 restricted shares of its Series Q Nonvoting Convertible Preferred Stock at a purchase price of $3.20 per share, reflecting the conversion of $152,970 in related-party unsecured debt.

Were the Series Q Preferred shares issued by NextTrip (NTRP) registered with the SEC?

The Series Q Nonvoting Convertible Preferred shares, and the common stock issuable upon their conversion, were not registered under the Securities Act of 1933 or state securities laws. They were issued in private transactions relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, and are characterized as restricted securities under Rule 144.

What type of security is the Series Q Nonvoting Convertible Preferred Stock at NextTrip (NTRP)?

The Series Q is a class of Nonvoting Convertible Preferred Stock. It is restricted stock that can be converted into shares of NextTrip, Inc. common stock pursuant to terms described in a certificate of designation referenced in an earlier report, and both the preferred shares and underlying common shares are treated as restricted securities under Rule 144.

Where can investors find the detailed terms of NextTrip (NTRP) Series Q Preferred Stock?

The detailed terms of the Series Q Nonvoting Convertible Preferred Stock are described in a prior report filed on September 15, 2025, which includes the Certificate of Designation for that series as an exhibit. This 8-K references that earlier report for the full description of rights and preferences.

What exhibit did NextTrip (NTRP) file related to the debt conversion?

NextTrip, Inc. filed Exhibit 10.1, which is described as the Form of Debt Conversion Agreement, and Exhibit 104, a cover page interactive data file embedded within the inline XBRL document.