NextTrip (NTRP) updates insider holdings in preferred stock and warrants
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
NextTrip, Inc. director Andrew Jay Kaplan reported an indirect restructuring of derivative holdings through KC Global Media Asia LLC. The filing shows 16,667 shares of Series A Nonvoting Convertible Preferred Stock at $3.00 per share and related warrants for 8,333 shares of common stock at a $3.00 exercise price, all coded as other transactions. Each preferred share is convertible into one common share, but conversion will only occur automatically on the third business day after shareholder approval is received. The preferred stock has no expiration date, while the warrants become exercisable six months after the issue date and have a three-year term. Kaplan is deemed to beneficially own securities held by KC Global Media Asia LLC but disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Kaplan Andrew Jay
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series A Nonvoting Convertible Preferred Stock | 16,667 | $3.00 | $50K |
| Other | Warrant | 8,333 | $0.00 | -- |
Holdings After Transaction:
Series A Nonvoting Convertible Preferred Stock — 16,667 shares (Indirect, By KC Global Media Asia LLC);
Warrant — 120,033 shares (Indirect, By KC Global Media Asia LLC)
Footnotes (1)
- Each share of Series A Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock. The shares are not convertible into Common Stock until shareholder approval is received after which it will automatically convert to common shares on the third business day after such approval is received. There is no expiration date for the Series A Nonvoting Convertible Preferred Stock. The price of each share of Series A Non is $3.00 and includes 1/2 warrant with an initial exercise date which is six months from the issue date and a term of three years. The securities are held by KC Global Media Asia LLC ("KCGM"). Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM. Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The shares were purchased pursuant to a Securities Purchase Agreement between the Issuer and the Reporting Person.
Key Figures
Series A Preferred Shares: 16,667 shares at $3.00
Warrant Shares: 8,333 shares at $3.00 exercise price
Warrants Held After Transaction: 120,033 warrants
+2 more
5 metrics
Series A Preferred Shares
16,667 shares at $3.00
Series A Nonvoting Convertible Preferred Stock linked to director via LLC
Warrant Shares
8,333 shares at $3.00 exercise price
Warrants for common stock with three-year term after six-month delay
Warrants Held After Transaction
120,033 warrants
Total warrant position following the restructuring transaction
Restructuring Share Total
25,000 derivative shares
Total derivative shares involved in restructuring-coded transactions
Warrant Expiration
April 15, 2031
Expiration date for reported warrant position
Key Terms
Series A Nonvoting Convertible Preferred Stock, warrant, Securities Purchase Agreement, beneficially own, +1 more
5 terms
Series A Nonvoting Convertible Preferred Stock financial
"Each share of Series A Nonvoting Convertible Preferred Stock is convertible into one share of Common Stock."
warrant financial
"includes 1/2 warrant with an initial exercise date which is six months from the issue date"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
Securities Purchase Agreement financial
"The shares were purchased pursuant to a Securities Purchase Agreement between the Issuer and the Reporting Person."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
beneficially own financial
"Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Section 16 of the Securities Exchange Act of 1934 regulatory
"for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
What insider transactions did NextTrip (NTRP) report in this Form 4/A?
NextTrip reported a restructuring of derivative holdings linked to director Andrew Jay Kaplan. KC Global Media Asia LLC holds 16,667 shares of Series A Nonvoting Convertible Preferred Stock at $3.00 per share and warrants for 8,333 common shares, with no open-market buys or sells disclosed.
How does NextTrip’s Series A Nonvoting Convertible Preferred Stock work?
Each Series A Nonvoting Convertible Preferred share converts one-for-one into common stock. Conversion is delayed until shareholder approval, then happens automatically on the third business day after approval. The preferred stock has no expiration date, giving ongoing potential to convert into common shares once approval occurs.
What warrant terms are disclosed for NextTrip (NTRP) in this filing?
The filing shows warrants for 8,333 common shares at a $3.00 exercise price. These warrants initially become exercisable six months from the issue date and remain exercisable for three years, providing a defined window during which KC Global Media Asia LLC may acquire common stock.
Who actually holds the securities reported in Andrew Jay Kaplan’s NextTrip Form 4/A?
The securities are held by KC Global Media Asia LLC. Kaplan serves as Chairman of KC Global Media Asia LLC and is deemed to beneficially own the securities it holds, but he disclaims beneficial ownership of any portion exceeding his pecuniary interest in those holdings.
Was the NextTrip Series A and warrant position acquired under an agreement?
Yes. The shares were purchased under a Securities Purchase Agreement between NextTrip and the reporting person. That agreement covered the Series A Nonvoting Convertible Preferred Stock at $3.00 per share, which includes one-half warrant per share with the described six-month delay and three-year warrant term.
Does this NextTrip Form 4/A show open-market buying or selling by the insider?
No open-market purchases or sales are indicated. Both transactions are coded as “J” for other acquisition or disposition, categorized as restructuring-type derivative transactions, with no buy or sell shares recorded in the transaction summary for the reporting person.