NextTrip, Inc. SEC Filings

NextTrip, Inc. (NTRP) director David Jiang filed a Form 3 initial statement of beneficial ownership. As of 07/14/2025, he reports 735,030 shares of Common Stock held directly, plus 427,528 shares of Series I Nonvoting Convertible Preferred Stock and 231,788 shares of Series J Nonvoting Convertible Preferred Stock, all held directly. He also reports warrants to purchase 74,089 shares of Common Stock, held directly.

NextTrip, Inc. director Stephen C. Kircher filed an initial statement of beneficial ownership (Form 3). The filing reports 8,278 shares of common stock held indirectly through the Kircher Family Trust. Mr. Kircher is the trustee and is deemed to beneficially own the securities held by the Trust, while disclaiming beneficial ownership of any shares beyond his pecuniary interest.

NextTrip (NTRP) Chief Operating Officer John McMahon reported acquisitions of Series O Nonvoting Convertible Preferred Stock in private transactions at $3.10 per share. Transactions occurred on 02/10/2025, 04/09/2025, and 04/28/2025, bringing his holdings to 168,416 Series O preferred shares, held directly.

Each preferred share will convert into one share of common stock only after stockholder approval of the conversion; the preferred shares do not expire.

NextTrip, Inc. (NTRP) insider filing: Chief Operating Officer John McMahon submitted a Form 3 initial statement of beneficial ownership. He reported 0 shares of common stock beneficially owned, held directly, with the event date of February 10, 2025. No derivative securities were listed.

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. (Nasdaq: NTRP) filed an S-3 shelf registration to offer up to $75,000,000 of common stock, preferred stock, debt securities, warrants, rights, or units from time to time. Any primary sales are subject to General Instruction I.B.6, which states the company will not sell more than one‑third of its public float in any 12‑month period while its float remains below $75,000,000.

Net proceeds, if and when securities are sold, may be used for working capital, research and development, capital expenditures, acquisitions, stock repurchases, and general corporate purposes. The company’s common stock last closed at $4.59 on November 3, 2025. As of November 3, 2025, shares outstanding were 8,696,471, with 5,147,322 held by non‑affiliates, reflecting a public float value of $23,626,208. The prospectus highlights early‑stage operations, nominal revenues, and a disclosed going concern risk.

NextTrip, Inc. filed Amendment No. 3 to a Form S-1 to register 447,728 shares of common stock for resale by selling stockholders, to be offered from time to time after the effective date. The registered shares consist of 148,168 shares that may be sold and issued to Alumni Capital LP under a Securities Purchase Agreement, 32,786 commitment shares issued to Alumni, and 266,774 shares issuable upon exercise of Alumni warrants.

The company is not selling securities in this prospectus and will not receive proceeds from resales by the holders. It may receive proceeds from any sales to Alumni under the purchase agreement and cash exercises of warrants. Common stock outstanding was 8,596,471 prior to this offering and would be 9,011,413 after, if all registered shares were issued and/or exercised. The Alumni arrangement references a commitment of up to $10.0 million, subject to caps including a 4.99% beneficial ownership limitation and Nasdaq rules. The last reported price on October 23, 2025 was $3.33 per share.

The filing highlights early-stage scale, nominal revenues, and a going concern qualification, alongside dilution risks from preferred stock conversions and warrant exercises discussed in the risk factors.

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) filed its Q2 FY2026 10‑Q for the quarter ended August 31, 2025. Revenue rose to $757,648 from $154,498 a year ago, producing gross profit of $165,575. Operating expenses were $3.37M, driving an operating loss of $3.20M and a net loss of $2.90M (basic and diluted loss per share $0.39).

Cash was $1.84M, total assets $13.91M, and total liabilities $7.93M. Current liabilities were $5.00M versus current assets of $3.52M. The company recorded mezzanine equity of $387,000 and stockholders’ equity of $5.59M. Management disclosed “substantial doubt” about continuing as a going concern.

The quarter included multiple transactions: completion of the FSA Travel step acquisition (total consideration $2.78M, goodwill $1.67M), the Journy.tv asset purchase (total consideration $415,200 plus a license fee of $336,801), and the TA Pipeline LLC acquisition (consideration $1.14M, including $443,168 cash and 96,774 shares valued at $387,000). TA-related earnout of up to $200,000 and a put option created a derivative liability of $120,000 and contingent consideration of $180,000 at quarter-end.