NextTrip, Inc. 8-K

What Happened

• NextTrip, Inc. (NTRP) announced on May 6, 2026 (closing May 7, 2026) that it entered a Securities Purchase Agreement to issue and sell 368,421 newly designated Series B Convertible Preferred Shares at $2.7550 per share (approx. $1.015M in gross proceeds) and issued 40,000 additional Series B Preferred Shares as an issuance fee.
• The company also issued a five‑year warrant to the purchaser to buy 100,000 shares of common stock at an exercise price of $2.7550 per share. The Warrant allows cashless exercise if a registration statement is not effective, and may be exercisable without cash payment upon certain Events of Default.

Key Details

• Closing: May 7, 2026; Purchase Agreement dated May 6, 2026.
• Shares issued: 368,421 Series B Preferred sold + 40,000 Series B Preferred issued as an issuance fee (total 408,421 Series B Preferred issued).
• Warrant: five‑year term, 100,000 common shares, $2.7550 exercise price; cashless exercise allowed if resale registration is not effective.
• Security and limits: obligations are secured by a pledge of 1,365,314 common shares owned by CEO William Kerby (limited recourse to pledged shares). Conversion/exercise is subject to an issuance cap of 4.99% of outstanding common shares (holder may increase to 19.99% with 61 days’ notice).
• Company commitments: must file an SEC registration statement covering resale of shares issuable on conversion/exercise within 15 days of closing and use best efforts to make it effective within 30 days (60 days if SEC reviews).
• Investor rights: purchaser has up to 20% participation right in future non‑exempt offerings and an exchange right to convert Preferred into offered securities at 100% of stated value. Placement agent: Craft Capital Management LLC.

Why It Matters

• The transaction raises capital (roughly $1.0M based on the sold preferred shares) and provides a new investor with participation and exchange rights that could affect future financings.
• The convertible preferred and warrant, if converted or exercised, could dilute existing common shareholders; conversion is currently capped at 4.99% (adjustable to 19.99% with notice), so investors should watch outstanding share counts and any notices to increase that cap.
• The CEO’s pledge of 1,365,314 common shares secures the company’s obligations under the deal but is limited recourse to those pledged shares only—an important detail for assessing creditor protection and insider exposure.
• The registration statement timing affects whether the purchaser can exercise the warrant for cash or must use a cashless exercise; investors should monitor the company’s SEC filings for the registration statement and any additional financings.