NextTrip, Inc. Files 8-K with Key Agreements and Filings

Ticker: NTRP · Form: 8-K · Filed: Jan 3, 2025 · CIK: 788611

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

TL;DR

NextTrip (NTRP) filed an 8-K on 12/31/24 covering material agreements, equity sales, and charter amendments.

AI Summary

On December 31, 2024, NextTrip, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, engaged in unregistered sales of equity securities, and made amendments to its articles of incorporation or bylaws. The filing also included financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by NextTrip, Inc., including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What was the nature of the material definitive agreement entered into by NextTrip, Inc. on December 31, 2024?

The 8-K filing indicates that NextTrip, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.

What type of equity securities were sold in the unregistered sales by NextTrip, Inc.?

The filing states that there were unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided text.

What specific amendments were made to NextTrip, Inc.'s articles of incorporation or bylaws?

The 8-K report mentions amendments to the articles of incorporation or bylaws, but the exact nature of these changes is not specified in the excerpt.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on December 31, 2024.

What is NextTrip, Inc.'s fiscal year end?

NextTrip, Inc.'s fiscal year ends on February 28.

Filing Stats: 4,085 words · 16 min read · ~14 pages · Grade level 13.9 · Accepted 2025-01-03 17:22:40

Key Financial Figures

Filing Documents

03 below for a description of the terms of the Series J Preferred, which is incorporated by reference herein

Item 5.03 below for a description of the terms of the Series J Preferred, which is incorporated by reference herein. Series K Preferred Stock, Warrant and Unsecured Promissory Note Offering On December 31, 2024, the Company entered into a series of agreements whereby an investor agreed to loan the Company up to $1,000,000 against an unsecured promissory note (the "$1M Note"). The $1M Note is payable in full on the earlier date of one (1) year from issuance or the date the Company completes a financing of $5 million or greater, is unsecured and has no prepayment penalty. In connection with the $1 million Note, the investor received fifteen percent (15%) guaranteed prepaid interest issued in the form of Series K Nonvoting Convertible Preferred Stock of the Company (the "Series K Preferred Stock") as well as 100% warrant coverage, as follows: (1) a warrant exercisable in cash to purchase up to 500,000 shares of Common Stock (the "Cash Warrant") and (2) a cashless warrant (the "Cashless Warrant") to purchase up to 500,000 shares of Common Stock, each at an exercise price of $4.00 per share for a period of three years which is exercisable six (6) months from the issuance date. Concurrently, on December 31, 2024, the Company entered into a series of agreements whereby additional investors agreed to loan the Company $220,000 against an unsecured promissory note (the "$220k Note"). The $220k Note has a maturity date of one (1) year from the date thereof, is unsecured and has no prepayment penalty. In connection with the $220k Note, the investors also received fifteen percent (15%) guaranteed prepaid interest issued in the form of Series K Preferred Stock as well as a warrant on to purchase up to 220,000 shares of the Company's common stock. The warrant has an exercise price of $4.00 per share and is exercisable for a period of three years, beginning the issuance date. If at the time of any exercise of the warrant, there is no effective registration statement regis

03 below for a description of the terms of the Series K Preferred, which is incorporated by reference herein

Item 5.03 below for a description of the terms of the Series K Preferred, which is incorporated by reference herein. Conversion of Related Party Loans into Series L Preferred Stock On December 31, 2024, the Company entered into debt conversion agreements (the "Related Party Debt Conversion Agreements") with its chief executive officer William Kerby and chairman of the board Donald P. Monaco (the "Related Parties") whereby the Related Parties and the Company agreed to convert $1.75 million in existing unsecured promissory notes owed to the Related Parties for monies advanced to the Company into an aggregate of 579,469 restricted shares of newly designated Series L Nonvoting Convertible Preferred Stock of the Company (the "Series L Preferred"), (the "Series L Offering") at a purchase price of $3.02 per share. The Series L Preferred shall be convertible into the Company's common stock (the "Common Stock") on such date that the Company obtains stockholder approval to remove the Exchange Cap (as described below), subject to beneficial ownership limitations. See

03 below for a description of the terms of the Series L Preferred, which is incorporated by reference herein

Item 5.03 below for a description of the terms of the Series L Preferred, which is incorporated by reference herein. Series M Preferred Stock Offering and Debt Conversion On December 31, 2024, the Company entered into a securities purchase agreement (the "Series M Purchase Agreement," and together with the Series J Purchase Agreement and Series K Purchase Agreement, the "Purchase Agreements") with certain accredited investors (the "Purchasers"), pursuant to which the Company may issue and sell up to $500,000 of restricted shares of newly designated Series M Nonvoting Convertible Preferred Stock of the Company (the "Series M Preferred"), (the "Series M Offering," and together with the Series J Offering, Series K Offering and Series L Offering, the "Offerings") at a purchase price of $3.02 per share. In addition, as part of the Series M Offering, on December 31, 2024, the Company entered into a debt conversion agreement (the "Debt Conversion Agreement," and together with the Related Party Debt Conversion Agreements, the "Debt Conversion Agreements") with an existing lender whereby the lender and the Company agreed to convert $350,000 in existing unsecured promissory notes owed to the lender for monies advanced to the Company into Series M Preferred. The Series M Preferred shall be convertible into the Company's Common Stock on such date that the Company obtains stockholder approval to remove the Exchange Cap (as described below). The Series M Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions. See

03 below for a description of the terms of the Series M Preferred, which is incorporated by reference herein

Item 5.03 below for a description of the terms of the Series M Preferred, which is incorporated by reference herein. Each of the foregoing Offerings include conversion or exercise limitations which provide that the Company shall not issue or sell any shares of Common Stock pursuant to the conversions of preferred stock or exercises of warrants to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued would exceed 19.99% of the shares of Common Stock outstanding on the date of each such Offering (which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by each such separate Offering under applicable rules of the Nasdaq Capital Market) (the "Exchange Cap") unless and until the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by the Purchase Agreements and the stockholders of the Company have in fact approved such issuance in accordance with the applicable rules and regulations of the Nasdaq Capital Market. The Company intends to use the net proceeds from the Offerings as working capital for general corporate purposes. The foregoing summaries of the Purchase Agreements, Warrants, Unsecured Promissory Notes, Debt Conversion Agreements and Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1-10.8 and 4.1-4.3, respectively, to this Current Report on Form 8-K (this "Current Report"), which are incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 regarding the issuance of the Series J Preferred, Series K Preferred, Series L Preferred, Series M Preferred and Warrants is hereby incorporated herein by reference

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series J Nonvoting Convertible Preferred Stock On January 3, 2025, the Company filed a Certificate of Designation of Series J Convertible Preferred Stock (the "Series J Certificate of Designation") with the Secretary of State of the State of Nevada, designating 297,788 shares of the Company's preferred stock as Series J Convertible Preferred Stock, par value $0.001 per share. The terms and conditions set forth in the Series J Certificate of Designation are summarized below: Ranking. The Series J Preferred rank pari passu to the Company's common stock. Dividends. Holders of Series J Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series J Preferred are not entitled to voting rights. However, the Company may not, without the consent of holders of a majority of the outstanding shares of Series J Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series J Preferred or alter or amend the Series J Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series J Preferred, or (c) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company's stockholders approve the conversion of Series J Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series J Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the "Series J Conversion Ratio"), Liquidation . In the event of any liquidation, dissolut

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEXTTRIP, INC. Date: January 3, 2025 By: /s/ William Kerby Name: William Kerby Title: Chief Executive Officer

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