NextTrip, Inc. 8-K Filings

NextTrip, Inc. (NTRP) announced NextTrip LIVE, a destination entertainment platform being developed with YADA Commerce Inc. and Loaded Dice Commerce Group. Its first Destination Music Experience is scheduled for November 13–16, 2026, at Iberostar Selection Riviera Cancún in Mexico and is planned to feature Yachty by Nature and Orlando Mendez. The multi-day resort program is being designed to combine accommodations, live music, themed pool events, fan engagement and destination activities.

NextTrip Groups is intended to handle reservations, room inventory, travel packages and other event-related requirements. The company says this booking and fulfillment infrastructure is designed to support future experiences across different artists, musical genres, resorts and destinations. NextTrip acquired a controlling interest in YADA in June 2026, and additional destination experiences are in various stages of development.

NextTrip, Inc. (NTRP) reports that its travel-focused media platform JOURNY TV will premiere its first original series, I DO: In Destination, on October 4 and 5, 2026 across its global streaming network, followed by release on JOURNY TV’s YouTube channel. The series, hosted by Ben Higgins, highlights destination weddings at resorts in Cancún and Punta Cana and is positioned as a showcase for destinations, resorts, and hospitality partners.

The launch is part of NextTrip’s broader content-to-commerce strategy, which aims to connect travel inspiration from premium video content directly to engagement, booking, and transactions through the company’s travel technology and booking platforms. JOURNY TV also expects to film a third episode in October 2026 in The Bahamas with support from The Bahamas Ministry of Tourism, further developing I DO: In Destination as a repeatable franchise that integrates media exposure for travel partners with NextTrip’s booking capabilities.

NextTrip, Inc. (NTRP) reports the international launch of its JOURNY TV and JOURNY Español travel entertainment channels on LG Channels, LG Electronics’ free ad-supported streaming television service. The launch brings JOURNY TV to LG Smart TV audiences in 14 international markets and JOURNY Español to six Spanish-speaking markets.

The company states that, following this rollout, JOURNY’s broader distribution footprint spans more than a dozen major streaming and video platforms across approximately 80 countries, with an estimated potential reach of approximately 250 million viewers. NextTrip is building JOURNY as a global travel media and content-to-commerce platform and is developing its JOURNYGO technology, which is expected to use Agentic AI and interactive tools to help viewers move from watching travel content to exploring destinations, building itineraries and booking travel.

NextTrip, Inc. (NTRP) entered into an at-the-market offering agreement with Titan Partners Securities LLC, allowing the company to issue and sell, from time to time, shares of common stock with an aggregate offering price of up to $6,500,000 under its existing Form S-3 shelf registration and an August 31, 2026 prospectus supplement.

Titan may sell the shares as ordinary broker transactions, including on The Nasdaq Capital Market, using commercially reasonable efforts and following price and size instructions from NextTrip. NextTrip is not obligated to sell any shares, and the program ends when all shares are sold or the agreement is terminated.

NextTrip will pay Titan a 3.5% commission on gross proceeds from each sale and reimburse certain expenses. Craft Capital Management LLC waived prior placement-agent exclusivity for these sales in exchange for a 2.0% fee on gross proceeds from sales during the nine months starting on the prospectus supplement date.

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.

NextTrip, Inc. (NTRP) reported a strategic expansion of its JOURNY TV presence on YouTube as part of its global media and content-to-commerce strategy. The JOURNY TV YouTube channel at @JournyTV currently has nearly 50,000 subscribers and more than 150 shows, episodes and travel videos.

The YouTube expansion is described as an additional audience-development channel within JOURNY TV’s media footprint, which is expected to provide access to approximately 250 million connected TV, mobile and online viewers globally in 2026, across about 80 countries and more than a dozen major streaming and video platforms. NextTrip is exploring multiple content formats including long-form programming, YouTube Shorts, destination content and creator collaborations.

The company believes an expanded YouTube presence can support opportunities in advertising, sponsorships, branded destination content and travel commerce, and tie into its broader WATCH–DISCOVER–PLAN–BOOK content-to-commerce model, integrating JOURNY TV with NextTrip’s travel technology, including its JOURNYGO Agentic-AI initiative and booking platforms.

NextTrip, Inc. (NTRP) announced the launch of NextTrip Pro, an integrated B2B travel platform aimed at travel advisors, agencies and influencers. The platform combines three offerings—NextTrip Connect, NextTrip Groups and NextTrip Ownership Rewards—under a single sign-on and is expected to be made available without subscription fees to qualified travel professionals.

NextTrip’s model centers on transaction-based revenue from travel bookings generated through NextTrip Pro, rather than subscriptions. Management states that the platform is designed to expand B2B distribution for the company’s travel inventory and booking technology, link its media and travel operations by turning content into attributable bookings, and create longer-term alignment with advisors through the Ownership Rewards program.

NextTrip, Inc. is expanding its JOURNY TV travel media platform through integration of recently acquired GoUSA TV content and distribution in Europe and Latin America, plus a joint venture with KC Global Media to roll out JOURNY-branded channels across Asia-Pacific, the Middle East and Africa. These initiatives, together with existing North American distribution, are designed to create a unified global streaming platform targeting more than 250 million viewers in 80 countries on major FAST, OTT and connected-TV platforms.

The company expects its available advertising inventory across media assets to scale from approximately 1 million toward a targeted 50 million monthly impressions, supporting more advertising, sponsorships, branded content and destination-marketing programs. Under the KC Global Media partnership, regional launch and operating costs are funded by KC Global Media, with revenue shared, while NextTrip pursues a broader “watch → discover → book → travel” content-to-commerce strategy linking JOURNY’s video-driven inspiration with its travel booking brands and technology.

NextTrip, Inc. entered a Securities Purchase Agreement on July 31, 2026 with former directors Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch, Kent Summers and current director Donald Monaco to issue 89,430 shares of common stock at $1.62 per share. The shares are issued in connection with unpaid board compensation treated as debt owed to these directors.

As of July 31, 2026, aggregate unpaid compensation totaled $289,753.42; $144,876.71 was repaid in cash and the remaining $144,876.71 is satisfied through the stock issuance. Upon issuance, this debt is deemed fully discharged and the directors release all related claims against the company.

This related-party transaction was reviewed and approved by disinterested directors and the audit committee under Nevada law, Nasdaq listing rules and the company’s Related Party Transactions Policy. The shares are unregistered and were sold in a private offering relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, without general solicitation or advertising.

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.

NextTrip, Inc. appointed Casey D’Ambra as President of Media, effective July 13, 2026, and designated her as an executive officer. She will receive a base annual salary of $205,000 and is eligible for a bonus of up to $50,000, payable in restricted shares upon achievement of specified milestones.

Her employment is on a month-to-month basis. If she is involuntarily terminated within the first twelve months, she is entitled to severance equal to twelve months of base salary; after twelve months, severance equals four weeks of base salary per year of service, capped at twelve weeks. The company reports no related-party or family relationships and outlines prior roles at Brand USA and National Geographic.

NextTrip, Inc. amended its existing Line of Credit Agreement with Monaco Investment Partners II, LP, which provides a principal amount of up to $3,000,000. The agreement was originally dated May 6, 2025.

Effective July 13, 2026, the amendment extends the Maturity Date for payment of all obligations under the facility to May 31, 2028. The lender is controlled by director Donald P. Monaco, and the amendment was approved by the company’s board of directors and audit committee, and is treated as creating a direct financial obligation.

NextTrip, Inc. entered into additional short-term financing arrangements with a related party. On June 25 and June 30, 2026, the company borrowed $150,000 and $100,000 from The Donald P. Monaco Insurance Trust, bringing the principal balance of these unsecured Monaco Loans to $950,000. The loans accrue interest at 7.5% simple interest per year and the maturity date for the Monaco Loans has been extended to July 15, 2026. The company states that its Board of Directors and Audit Committee have approved these related-party loan arrangements.

NextTrip, Inc. has acquired a controlling 51% stake in YADA Commerce Inc., a fully licensed TikTok Partner Agency and creator-commerce platform, through a Stock Purchase Agreement dated June 10, 2026. The founding shareholders received 50,000 restricted shares of NextTrip as consideration.

Concurrently, the parties entered into a three-year Cooperation and Earnout Agreement that can award up to 225,000 additional restricted shares and 225,000 warrants at an exercise price of $2.75, tied to NextTrip’s share of net profits from specified activities. YADA will remain operationally led by its founders, while NextTrip becomes YADA’s preferred travel provider and gains exclusive travel-related rights across YADA channels.

NextTrip, Inc. entered into a short-term financing arrangement with a trust affiliated with a company director. On May 29, 2026, the company borrowed $200,000 from The Donald P. Monaco Insurance Trust, bringing the series of unsecured Monaco Loans, which began on March 25, 2026, to an aggregate principal balance of $500,000. These loans bear 7.5% simple annual interest and all mature on June 30, 2026. The Board of Directors and the Audit Committee have approved the Monaco Loans, and the obligation is disclosed as a direct financial obligation of the company.

NextTrip, Inc. entered a securities purchase agreement with an accredited investor for a private Series B preferred financing. The company issued 368,421 Series B Convertible Preferred Shares plus 40,000 additional shares as an issuance fee, along with a five-year warrant to buy 100,000 common shares at $2.755 per share. The preferred stock carries a 12% annual dividend, rising to 18% upon an Event of Default, and is convertible at $2.755 per share subject to beneficial ownership limits. NextTrip must redeem all Series B Preferred Shares at the stated value plus accrued dividends on August 30, 2026, unless the holder extends to December 31, 2026. The obligations are secured by a pledge of 1,365,314 common shares owned by the CEO, and the company plans to use net proceeds for working capital.

NextTrip, Inc. filed a current report to share a press release announcing three senior media appointments to support its JOURNY streaming network and broader content-to-commerce strategy. The company named Casey D’Ambra as Vice President of Media & Distribution and Assaf Blecher and Nir Haklili as Managing Directors of NextTrip Media.

The release highlights JOURNY’s global expansion, including the GoUSA TV asset acquisition and a KC Global Media joint venture, and notes that monthly advertising impressions have grown from about 1 million to roughly 6 million, with expectations of approximately 50–60 million later this year.

NextTrip, Inc. approved a new employment agreement for Chief Financial Officer Frank Orzechowski. The deal, effective retroactively to February 10, 2026, sets an annual base salary of $250,000, plus a one-time equity bonus of 10,000 shares under the 2023 Equity Incentive Plan and a guaranteed $13,500 cash bonus for 2026.

From September 1, 2025 through March 31, 2026, $50,000 of the base salary will be paid in fully vested common shares based on the closing price on February 10, 2026. The agreement runs month-to-month and provides six months of severance if he is involuntarily terminated or resigns for good reason, and allows for additional performance-based bonuses and future equity awards.

NextTrip, Inc. has signed an agreement with J. Bradley Hilton’s Hilton Advisory Group to help accelerate its premium wellness and experiential travel products across its JOURNY.tv and Five Star Alliance platforms. Hilton will work with management on programming, content, and media-to-commerce initiatives.

The collaboration focuses on developing repeatable wellness and longevity programs, packaging content-to-commerce itineraries, promoting premium offerings across NextTrip’s media network, and aligning strategic partners for distribution and experiential travel execution, supporting NextTrip’s integrated “Watch. Scan. Book. Go.” travel and media ecosystem.

NextTrip, Inc. announced that its global travel network JOURNY has committed production on an all-new, eight-episode wedding series titled "I DO: In Destination," hosted by former "The Bachelor" star Ben Higgins. Each hour-long episode follows a real couple through the final week of their destination wedding at luxury all-inclusive resorts in Mexico and the Caribbean.

The series is designed as a JOURNY Original that ties emotional, creator-led storytelling to NextTrip’s content-to-commerce ecosystem, including its TA Pipeline group travel platform for destination weddings. "I DO: In Destination" is expected to premiere across JOURNY’s expanding FAST and VOD network, with NextTrip’s combined media footprint projected to reach approximately 250 million viewers in 2026.

NextTrip, Inc. filed a current report to share an update on its media and travel strategy. The company highlighted progress in its joint venture with KC Global Media to launch and scale the JOURNY travel‑lifestyle channel across India, Southeast Asia, and Australia/New Zealand.

NextTrip has completed the core technology build for JOURNY and, through KC Global Media, moved into the distribution and marketing phase, including regional road shows and early discussions with FAST and pay‑TV platforms. The company also reported the recent closing of its acquisition of the GoUSA travel channel and content, which adds a large destination‑focused library and an established global audience.

Management states that combining JOURNY’s expansion with the GoUSA platform is expected to give JOURNY a potential cumulative reach of about 250 million viewers worldwide and deepen its content‑to‑commerce model that links video travel inspiration with online booking across thousands of premium hotels, resorts, and curated itineraries.

NextTrip, Inc. entered into an Asset Purchase Agreement to acquire select content, brand rights and distribution assets of the GoUSA TV travel streaming platform from The Corporation for Travel Promotion, doing business as Brand USA. The deal closed on February 2, 2026.

The company will pay $350,000 in cash plus restricted shares valued at $350,000, based on the weighted average share price over twenty trading days before closing. NextTrip will also pay a 15% royalty on gross advertising revenue from existing GoUSA TV FAST channel content for three years, and a 1% royalty for every $100,000 in destination booking revenue directly attributed to the acquired and related content, with a minimum of $30,000 per quarter.

The restricted shares were issued in a private, unregistered transaction relying on Section 4(a)(2) and/or Regulation D exemptions under the Securities Act, and are characterized as restricted securities under Rule 144.

NextTrip, Inc. furnished a current report to share that it has issued a press release announcing its third quarter 2026 financial results along with a business update. The press release is included as Exhibit 99.1 to the report and is provided under Regulation FD to make the information broadly available to the market.

The company specifies that this information is being furnished rather than filed, which limits certain legal liabilities under the Exchange Act and means it is not automatically incorporated into other securities filings. The report also includes standard forward-looking statement language, noting that expectations about future performance involve risks and uncertainties that could cause actual results to differ materially.

NextTrip, Inc. reported results from its annual stockholder meeting held on November 14, 2025. Stockholders elected two Class II directors, William Kerby and Jimmy Byrd, to serve until the 2029 annual meeting. They also ratified Haynie & Company as the independent registered public accounting firm for the fiscal year ending February 28, 2026.

Stockholders approved several share issuance proposals tied to prior financings. They authorized issuing more than an aggregate of 19.99% of outstanding common stock upon conversion of multiple series of nonvoting convertible preferred stock and related warrants, and separately approved conversions of certain Series L and Series Q preferred shares issued to insiders. In addition, they approved issuing more than an aggregate of 19.99% of outstanding common stock under an equity line of credit with Alumni Capital LP, enabling significant potential future share issuances.

NextTrip, Inc. furnished a Regulation FD shareholder update via Form 8-K after completing the acquisition of TA Pipeline LLC. The company attached a press release as Exhibit 99.1 dated November 5, 2025, providing the update.

The information was furnished, not filed, meaning it is not subject to Section 18 of the Exchange Act and is not incorporated by reference into other filings. The report also includes customary forward-looking statements cautions regarding risks and uncertainties.

NextTrip, Inc. (NTRP) furnished a press release announcing second quarter financial results. The company disclosed this under Regulation FD, stating the release is attached as Exhibit 99.1 and incorporated by reference. The information is being furnished, not filed, so it is not subject to Section 18 liabilities of the Exchange Act. The company also included standard forward-looking statements language highlighting risks and uncertainties that could cause actual results to differ.

NextTrip, Inc. (NTRP) furnished a Regulation FD update via Form 8-K announcing a slate of six JOURNY originals. The disclosure, dated October 13, 2025, includes a press release attached as Exhibit 99.1. The company states the information is being furnished, not filed, under the Exchange Act, is not subject to Section 18 liabilities, and is not incorporated by reference into other filings. The report also includes customary forward‑looking statements language outlining risks and uncertainties.

NextTrip, Inc. filed a current report to share that on October 8, 2025 it issued a press release announcing the production of a new original series. The press release is included as Exhibit 99.1 and is furnished under Regulation FD, meaning it is provided for informational purposes and is not treated as filed for liability purposes under the Exchange Act.

The company notes that statements about expectations and future performance in the materials are forward-looking and subject to risks and uncertainties that could cause actual results to differ materially. Standard cautionary language directs readers to risk factors in the company’s other filings with the SEC.

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.

NextTrip, Inc. entered into a private securities transaction, selling 81,250 restricted shares of newly created Series Q Nonvoting Convertible Preferred Stock at $3.20 per share to accredited investors. These preferred shares are not registered under the Securities Act and were issued in reliance on Section 4(a)(2) and/or Regulation D exemptions. Each Series Q share will automatically convert into one share of common stock on the third business day after stockholders approve the conversion in accordance with Nasdaq listing rules and after the Exchange Cap is removed. The Series Q Preferred ranks pari passu with common stock for dividends and liquidation on an as-converted basis, carries no general voting rights, and includes limitations tied to beneficial ownership and a 19.99% Exchange Cap. NextTrip intends to use the net proceeds from this offering as working capital for general corporate purposes.

NextTrip, Inc. filed a current report to share that on September 11, 2025 it issued a press release announcing the launch of Travel Magazine 2.0, a new version of its travel-related product. The press release is included as Exhibit 99.1 to the report.

The company specifies that the information about Travel Magazine 2.0 is being furnished under Regulation FD, not filed, which limits how it is treated under securities laws. The report also includes standard cautionary language that the press release and related statements contain forward‑looking statements subject to significant risks and uncertainties that could cause actual results to differ materially.

NextTrip acquired TAPipeline, which is now a wholly owned subsidiary. The company paid $443,169 in cash (including an $118,169 estimated purchase price adjustment) and issued 96,774 restricted shares valued at $300,000 based on a $3.10 per-share price. The purchase price includes an adjustment mechanism tied to the seller's reported deficit and an earnout equal to 5% of TA's net revenues for 12 months after closing, capped at $200,000, payable 50% cash and 50% restricted stock.

The agreement gives sellers one-time protections if the stock trades below $3.10 (repurchase, top-up shares, or cash shortfall payments) during a defined exercise period, and imposes three-year restrictive covenants including non-compete and non-solicit obligations. The full Purchase Agreement is filed as an exhibit.

NextTrip, Inc. (Nasdaq: NTRP) filed an 8-K on July 14-15, 2025 detailing significant changes to its board structure.

Board expansion: The board size was increased from five to seven seats under Article III of the bylaws.

Immediate appointments (effective July 17, 2025):

• William Kerby, current Chief Executive Officer, added as a Class II director (term ends 2026 AGM). He will receive no additional board compensation.
• Andy Kaplan added as a Class III director (term ends 2027 AGM) and joins the Nominations & Governance Committee. He will be paid under the standard non-employee director plan.

NTH Representative appointments (effective July 28, 2025): Pursuant to the 2023 Share Exchange Agreement, NTH achieved all milestone conditions, triggering its right to replace legacy Sigma directors. CEO William Kerby, acting as NTH Representative, designated four new directors:

• Stephen Kircher – Class I (term ends 2028 AGM)
• Jimmy Byrd – Class II (2026 AGM)
• Carmen Diges – Class III (2027 AGM)
• David Jiang – Class III (2027 AGM)

Committee realignment (effective July 28, 2025):

• Audit: Diges (Chair), Kircher, Byrd
• Compensation: Byrd (Chair), Kircher, Diges
• Nominations & Governance: Jiang (Chair), Diges

No family relationships or related-party transactions (other than previously disclosed CEO arrangements) were reported for any appointee. A press release (Exhibit 99.1) announcing these changes was furnished under Item 7.01 and is not deemed filed.

Investor take-away: The filing completes integration steps from the December 2023 NextTrip acquisition, consolidates control under the NTH group, and refreshes committee leadership, but does not include financial results or guidance.

NextTrip (NTRP) has filed an 8-K/A to amend its previous April 14, 2025 filing regarding the acquisition of FSA Travel, LLC. The amendment provides required financial statements and pro forma information for the transaction.

Key transaction details:

• Initial Closing (February 10, 2025): Acquired 49% of FSA for $500,000 cash and 161,291 shares of Series O Preferred
• Final Closing (April 9, 2025): Purchased remaining 51% for additional $500,000 cash and 161,291 shares of Series O Preferred

The amendment includes three key exhibits: Haynie & Company's auditor consent, FSA's audited financial statements for FY2023-2024, and unaudited pro forma combined financial information as of February 28, 2025. The pro forma information is presented for informational purposes only and does not represent actual or projected results of the combined entity.