NextTrip, Inc. 8-K

What Happened

• NextTrip, Inc. announced a private placement under a Securities Purchase Agreement dated December 22, 2025, and closed on December 23, 2025, issuing 1,000,000 common shares and common stock warrants to purchase 1,000,000 additional shares. The offering generated approximately $3.0 million in gross proceeds before placement agent fees and expenses. The warrants carry an exercise price of $3.43 per share, become exercisable six months after issuance, and have a term of four years from the initial exercise date. The securities were issued under an exemption from registration (Section 4(a)(2)), and the company agreed to file a resale registration statement for the shares and shares underlying the warrants.

Key Details

• Offering: 1,000,000 common shares + warrants for 1,000,000 shares; gross proceeds ≈ $3,000,000. Closed Dec 23, 2025.
• Warrants: $3.43 exercise price, exercisable six months from issuance, four‑year term; cashless exercise allowed if resale registration unavailable; ownership cap limits exercise to 4.99% (holder may elect up to 9.99%).
• Registration rights: Company to file resale registration within 15 days of the Registration Rights Agreement and use best efforts to have it declared effective promptly, but no later than 30 days after the agreement date.
• Placement agent: Ladenburg Thalmann & Co. engaged; fee of 8% of gross proceeds plus reimbursement of reasonable expenses (up to $50,000); $25,000 previously paid against expenses.
• Nasdaq compliance actions: Amendments to several preexisting warrants (to extend initial exercise dates, increase exercise prices, and extend expirations) and a share cancellation agreement with KC Global Media Asia LLC that converts 75,000 cancelled shares into a pre‑funded warrant exercisable only after shareholder approval to meet Nasdaq listing requirements.

Why It Matters

• The transaction provides NextTrip with near‑term cash (≈$3M) to support operations or corporate needs. The issued warrants, if exercised, could increase the company's shares outstanding and dilute current shareholders; exercise is subject to price, timing, ownership limits and registration.
• The registration rights mean the company intends to make the shares and warrant shares freely tradable once the resale registration is effective, which affects liquidity for the new investor.
• The company also took steps to comply with Nasdaq listing rules by amending warrants and converting a block of shares into a pre‑funded warrant pending shareholder approval, which may delay immediate issuance of those shares until approval is obtained.

A press release about the transaction was filed as Exhibit 99.1 to the 8‑K.