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NextTrip, Inc., a Nevada-based technology-forward travel and media company, has filed a registration statement to permit the resale by certain former and current directors of up to 89,430 shares of common stock. These shares were issued on July 31, 2026 under a Securities Purchase Agreement in exchange for unpaid directors’ fees.
As of that date, the company owed the Selling Stockholders $289,753.42 in aggregate directors’ fees; after a cash payment of $144,876.71, the remaining $144,876.71 (including accrued amounts) was satisfied through issuance of the Shares, and related claims were released. The registration enables the Selling Stockholders to dispose of their shares over time; NextTrip will not receive any proceeds from these resales.
The company describes itself as an early-stage business with only nominal revenues and highlights significant risks, including ongoing losses, working capital needs, and an auditor’s explanatory paragraph about substantial doubt regarding its ability to continue as a going concern. Its common stock trades on the Nasdaq Capital Market under the symbol NTRP; the last reported sale price on August 6, 2026 was $1.62 per share, with 15,061,101 shares outstanding as of August 3, 2026.
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. director and 10% owner Donald P. Monaco, through the Donald P. Monaco Insurance Trust, acquired 17,886 shares of common stock on July 31, 2026 by exchanging unpaid wages at $1.62 per share.
The Insurance Trust now holds 2,100,182 shares. Monaco is also deemed to beneficially own additional indirect holdings of 1,733, 11,386 and 64,064 shares via affiliated entities, while disclaiming beneficial ownership beyond his pecuniary interests.
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. identifies D'Ambra Casey Alexandra as an executive officer, serving as President of Media, through an initial insider ownership report. The report shows no reportable securities transactions or holdings and notes an attached Power of Attorney authorizing certain actions on her behalf.
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. reported revenue of $1,451,735 for the three months ended May 31, 2026, up sharply from $138,827 a year earlier, generating gross profit of $208,099. Operating expenses fell to $3,121,852 from $4,678,643, reducing the operating loss to $2,913,753 and net loss to $3,125,469, or $0.22 per share.
Cash declined to $803,490, with net cash used in operating activities of $2,343,339 and a working capital deficit of $1,599,429. Management disclosed an accumulated deficit of $53,742,579 and stated there is substantial doubt about continuing as a going concern without additional financing. The company continued integrating travel and media acquisitions (including FSA Travel, TA Pipeline, JOURNY.tv and GoUSA TV assets), added mezzanine equity and related-party debt, and carried derivative and contingent liabilities tied to put options and earnouts.
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.