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NextTrip, Inc. S-3 Filings

NTRP NASDAQ

Every S-3 that NextTrip, Inc. (NTRP) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-3 covers the shelf registration that lets an established company sell over time, so if you follow NTRP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NTRP filings page.

Rhea-AI Summary

NextTrip, Inc. (NTRP) has filed a resale registration covering up to 3,402,063 shares of common stock for Lind Global Fund III LP, an existing investor. The company is not selling any shares in this offering and will receive no proceeds from resales, only potential cash if Lind exercises its warrants.

The registered shares consist of 2,371,135 Conversion Shares issuable upon conversion of a $4,600,000 Senior Secured Convertible Promissory Note and 1,030,928 Warrant Shares issuable upon exercise of a five-year warrant, each at an initial price of $3.88 per share, subject to anti-dilution adjustments. NextTrip received $4,000,000 of funding at closing, net of a $120,000 commitment fee, and must repay the note in 14 monthly installments, with the option to pay in cash or stock if conditions are met.

The note and warrant include beneficial ownership limits of generally 4.99% (potentially up to 9.99%) and an aggregate 19.99% cap tied to Nasdaq rules unless shareholders approve higher issuance. Risk factors highlight potential dilution from conversions and warrant exercises, the company’s history of losses, going-concern uncertainty noted by its auditor, and the possibility that an event of default could trigger higher repayment obligations and discounted share issuances.

Rhea-AI Summary

NextTrip, Inc., a Nevada-based travel and media company traded on the Nasdaq Capital Market under “NTRP,” has filed Amendment No. 1 to a shelf registration statement to update the section on incorporation by reference. The core transaction is a resale registration for up to 89,430 shares of common stock held by certain current and former directors as selling stockholders.

These shares were issued under a July 31, 2026 Securities Purchase Agreement in exchange for unpaid directors’ fees. As of that date, the company owed $289,753.42 in aggregate fees, of which $144,876.71 was paid in cash and the remaining $144,876.71 was satisfied through issuance of the registered shares, fully cancelling the related debt and claims. All sale proceeds will go to the selling stockholders; the company will receive none.

NextTrip describes itself as an early-stage, technology-forward travel and media platform with only nominal revenues to date and a history of significant losses. Its independent auditor’s report includes an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The prospectus highlights risks from continued losses, capital needs, potential dilution from future equity offerings, and volatility from discretionary resales by the selling stockholders.

Rhea-AI Summary

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.

Rhea-AI Summary

NextTrip, Inc. filed Amendment No. 3 to its registration statement (File No. 333-296201) as an exhibits-only amendment dated June 1, 2026. The amendment furnishes an Exhibit Index, updated indemnification disclosure, an expenses table for the offering and related signature and exhibit pages. The filing lists estimated issuance and distribution costs totaling $32,158, including the SEC registration fee of $158 and legal, accounting and miscellaneous fees. The amendment states that the rest of the registration statement is unchanged from Amendment No. 2 filed May 29, 2026, and affirms standard undertakings regarding post-effective amendments, prospectus updates and indemnification consistent with Nevada law and SEC guidance.

Rhea-AI Summary

NextTrip, Inc. is registering for resale up to 537,894 shares of common stock by selling stockholders pursuant to a May 2026 private placement. The shares consist of 368,421 Offering Shares, 40,000 Issuance Fee Shares, 100,000 Warrant Shares, and 29,473 Placement Agent Warrant Shares. The company is not selling shares and will receive proceeds only if the Warrants are exercised for cash. The prospectus discloses a Series B Conversion Price and Warrant exercise price of $2.7550 and states the company had 14,493,468 shares outstanding as of May 20, 2026. The company notes substantial doubt about its ability to continue as a going concern and describes early-stage revenues alongside recent acquisitions and product launches.

Rhea-AI Summary

NextTrip, Inc. amends a registration statement to register for resale up to 537,894 shares of common stock by selling stockholders, comprised of 368,421 Offering Shares, 40,000 Issuance Fee Shares, 100,000 Warrant Shares and 29,473 Placement Agent Warrant Shares. The company states it will not receive proceeds from secondary sales, but will receive cash only if the selling stockholders exercise their warrants for cash.

The prospectus describes the May 2026 private placement (Series B Preferred and related warrants), discloses a Series B conversion price of $2.755, a mandatory redemption date of August 30, 2026 (extendable by the holder), and notes a last reported Nasdaq sale price of $2.30 on May 21, 2026. The filing also summarizes recent acquisitions, product launches (JournyGO, Travel Magazine Pro), and operating scale and going concern disclosures.

Rhea-AI Summary

NextTrip, Inc. registers up to 537,894 shares of common stock for resale by selling stockholders in connection with the May 2026 private placement. The shares include 368,421 convertible Series B preferred shares (and a 40,000 issuance-fee allotment), 100,000 warrant shares, and 29,473 placement-agent warrant shares. The company states it will not receive proceeds from resale by the selling stockholders; the company will receive cash only if the selling stockholders exercise the Warrants for cash. The prospectus discloses a Series B conversion/exercise price of $2.7550 and a reported last sale price of $1.50 per share on May 21, 2026. The filing notes substantial doubt about the company’s ability to continue as a going concern and describes recent acquisitions, product launches, and integrations supporting a content-to-commerce strategy.

Rhea-AI Summary

NextTrip, Inc. has filed a shelf registration statement allowing it to offer and sell up to $75,000,000 of common stock, preferred stock, debt securities, warrants, rights, and units over time. These securities may also be issued upon conversion, redemption, repurchase, exchange or exercise of other securities covered by this registration.

NextTrip is an early-stage, technology-driven travel company built around its proprietary NXT2.0 booking platform and integrated media brands such as Travel Magazine and Journy.tv. For the fiscal year ended February 28, 2025, it generated approximately $0.5 million in revenue, with about $0.90 million for the six months ended August 31, 2025, and there is disclosed substantial doubt about its ability to continue as a going concern without additional capital. The company plans to use any net proceeds primarily for working capital, product development, acquisitions, and general corporate purposes.

Rhea-AI Summary

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.