NextTrip SEC Filings

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.

NextTrip has filed an S-1 registration statement for the resale of up to 2,366,056 shares of common stock by selling stockholders. The offering includes shares issuable upon conversion of Series K Preferred Stock, exercise of various warrants, and shares related to financing agreements with Alumni Capital LP.

Key components of the offering include:

• 33,000 shares from Series K Preferred Stock conversion
• 220,000 shares from December 2024 Warrants
• 1,669,341 shares potentially issuable to Alumni Capital
• 234,155 shares from Series A Warrants issued to Iroquois funds

The company is an early-stage travel technology firm developing an integrated booking and media platform. Trading under symbol NTRP on Nasdaq Capital Market at $3.43 per share (as of June 10, 2025). Notable concerns include:

Going Concern Warning: With only $0.5M revenue in FY2025, auditors express substantial doubt about continued operations. The company expects continued losses as it invests in technology, supplier relationships, and marketing initiatives.