NextTrip, Inc. Announces $4M Financing Agreement with Lind Global

What Happened
NextTrip, Inc. announced on July 21, 2026 that it entered into a securities purchase agreement with Lind Global Fund III LP to receive $4,000,000 in funding in exchange for a Senior Secured Convertible Promissory Note (principal $4,600,000) and a Common Stock Purchase Warrant. The company agreed to pay a $120,000 commitment fee, which will be deducted from the funding. The transaction was completed as a private placement relying in part on Section 4(a)(2) and Rule 506 (Reg D) exemptions.

Key Details

• Funding and securities: $4,000,000 cash to company (after $120,000 fee) in exchange for a $4,600,000 senior secured convertible note and a warrant to buy 1,030,928 common shares at $3.88 per share (5‑year term).
• Repayment / conversion terms: Note accrues no interest; repayable in 14 monthly installments of $328,571 starting 120 days after issuance (Lind may elect, for up to two months, to increase a monthly payment up to $750,000). Lind can convert the note at $3.88/share (subject to customary adjustments and down‑round protection).
• Payment mechanics & caps: Monthly payments may be made in cash (at 104% of required payment), stock (valued at a Repayment Share Price defined as 90% of the average of the five lowest VWAPs during the 20 trading days before payment), or a mix. Issuances to Lind are subject to ownership limits (initially 4.99%, up to 9.99% per SPA) and aggregate issuance over 19.99% requires shareholder approval under Nasdaq rules.
• Security & covenants: Note is secured by a first‑priority security interest in company assets, includes subsidiary guarantees and pledges, contains negative covenants, and requires use of certain future proceeds to repay the note unless waived. Events of default accelerate the note and trigger a payment equal to 120% of outstanding principal plus other remedies.

Why It Matters
This transaction provides near‑term cash (net $4M) to NextTrip but creates secured debt with conversion and dilution potential. The convertible feature and warrant give Lind the ability to acquire equity at $3.88/share (subject to adjustments), which could dilute existing shareholders if converted or exercised. The security interest, covenants and default penalties add financial and operational constraints that investors should monitor—especially any future financings, stock price movements relative to conversion terms, and the company’s compliance with Nasdaq and SEC reporting requirements. The company also agreed to file a resale registration statement within 30 days for the shares underlying the note and warrant.