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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) |
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 |
