NextTrip holders approve Lind issuance above 19.99%

Stockholders approved proposals covering common-share issuance upon conversion of a convertible note and preferred stock, and exercise of related warrants.

Rhea-AI Filing Summary

NextTrip, Inc. reported that stockholders voted on seven proposals at its October 9, 2026 annual meeting. All three Class III director nominees were elected to serve until the 2030 annual meeting, and stockholders ratified Haynie & Company as the independent registered public accounting firm for the fiscal year ending February 28, 2027. A total of 7,018,011 shares were present or represented by proxy, approximately 46% of combined voting power.

Stockholders approved issuance of shares to Lind Global Fund III LP exceeding an aggregate of 19.99% of outstanding shares upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants. They also approved share-issuance proposals involving Series A Convertible Preferred Stock conversions and related warrant exercises, including an issuance to an insider. Named executive officer compensation was approved on a non-binding advisory basis. Adjournment was approved if needed, but was not necessary because sufficient votes were cast on the proposals.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares present or represented by proxy: 7,018,011 shares Combined voting power represented: approximately 46% Common shares outstanding: 15,086,101 shares +3 more

6 metrics

Shares present or represented by proxy 7,018,011 shares At the October 9, 2026 annual meeting

Combined voting power represented approximately 46% At the annual meeting

Common shares outstanding 15,086,101 shares As of August 10, 2026

Series A Convertible Preferred Stock outstanding 150,000 shares As of August 10, 2026

Votes for Lind Global Fund III share-issuance proposal 6,725,506 votes Annual meeting vote

Votes against Lind Global Fund III share-issuance proposal 233,039 votes Annual meeting vote

Key Terms

Senior Secured Convertible Promissory Note, Series A Convertible Preferred Stock, Pre-Funded Warrant, non-binding advisory basis

4 terms

Senior Secured Convertible Promissory Note financial

"conversion of a Senior Secured Convertible Promissory Note"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

Series A Convertible Preferred Stock financial

"conversion of outstanding shares of the Company's Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Pre-Funded Warrant financial

"exercise of a Pre-Funded Warrant"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NTRP stockholders approve at the 2026 annual meeting?

Stockholders elected three Class III directors, ratified Haynie & Company as the independent registered public accounting firm, approved three share-issuance proposals and approved named executive officer compensation on a non-binding advisory basis. They also approved adjournment if needed, but the meeting did not need to be adjourned.

What share issuance to Lind Global Fund III did NTRP stockholders approve?

Stockholders approved issuance of shares to Lind Global Fund III LP exceeding an aggregate of 19.99% of outstanding shares upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants.

Which directors were elected at the NTRP annual meeting, and how long do they serve?

Andy Kaplan, Carmen Diges and David Jiang were elected as Class III directors. Each is to serve until the 2030 annual meeting of stockholders, or until a successor is duly elected and qualified, subject to earlier death, resignation or removal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/14/2026 - 05:00 PM EDT Learn about SEC filing dates

false 0000788611 0000788611 2026-10-09 2026-10-09

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): October 9, 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 5.07 Submission of Matters to a Vote of Security Holders

On October 9, 2026, NextTrip, Inc. (the “Company”) held its 2027 annual meeting of stockholders via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on seven proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2026 (the “Proxy Statement”).

At the Annual Meeting, there were 7,018,011 shares of common stock and Series A Convertible Preferred Stock present or represented by proxy, which represented approximately 46% of the combined voting power of the 15,086,101 shares of common stock and 150,000 shares of Series A Convertible Preferred Stock outstanding as of the close of business on August 10, 2026 (the “Record Date”), and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the Record Date. Holders of the Company’s Series A Convertible Preferred Stock were likewise entitled to one vote for each share held as of the Record Date, and voted together with the holders of common stock as a single class, solely on those proposals on which they were entitled to vote.

The stockholders of the Company voted on the following proposals at the Annual Meeting:

1. To elect three Class III directors to serve until the Company’s 2030 annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal.

2. To ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.

3. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares to Lind Global Fund III LP upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants.

4. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock (a) to certain non-insiders upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants, and (b) to an insider upon exercise of a Pre-Funded Warrant.

5. To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of the Company’s common stock to an insider upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants.

6. To approve, on a non-binding advisory basis, the compensation payable to the Company’s named executive officers.

7. To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event the Company had not received sufficient votes in favor of any of the foregoing proposals.

1. Election of Directors

Nominee	For	Against	Abstentions
Andy Kaplan	6,770,314	188,477	13
Carmen Diges	6,957,033	1,758	13
David Jiang	6,957,014	1,777	13

2

Each of the three nominees for Class III director was elected to serve until the Company’s 2030 annual meeting of stockholders, or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation or removal.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

For	Against	Abstentions
7,017,137	869	5

The stockholders ratified the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.

3. Approval of Issuance of Shares to Lind Global Fund III LP Pursuant to Nasdaq Listing Rule 5635(d)

For	Against	Abstentions
6,725,506	233,039	259

The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares to Lind Global Fund III LP upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants.

4. Approval of Issuance of Shares upon Conversion of Series A Convertible Preferred Stock and Exercise of Related Warrants and a Pre-Funded Warrant Pursuant to Nasdaq Listing Rule 5635(d)

For	Against	Abstentions
6,956,703	1,842	259

The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock (a) to certain non-insiders upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants, and (b) to an insider upon exercise of a Pre-Funded Warrant.

5. Approval of Issuance of Shares to an Insider upon Conversion of Series A Convertible Preferred Stock and Exercise of Related Warrants Pursuant to Nasdaq Listing Rule 5635(c)

For	Against	Abstentions
6,956,378	2,187	239

The stockholders approved, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of the Company’s common stock to an insider upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants.

3

6. Advisory Vote on Named Executive Officer Compensation

For	Against	Abstentions
6,953,583	5,207	14

The stockholders approved, on a non-binding advisory basis, the compensation payable to the Company’s named executive officers.

7. Adjournment of the Annual Meeting

For	Against	Abstentions
6,952,760	6,043	1

The stockholders approved the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies; however, because there were sufficient votes to approve each of the foregoing proposals, adjournment of the Annual Meeting was not necessary.

4

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:	October 14, 2026	By:	/s/ William Kerby
			Name: William Kerby Title: Chief Executive Officer

5

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB