NTRP NextTrip Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 28, 2025

 

 

NextTrip, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada		001-38015		27-1865814
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3900 Paseo del Sol Santa Fe, New Mexico		87507
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (505) 438-2576

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NTRP		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

 

As previously disclosed on that certain Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2024 (the “Original 8-K”), on September 18, 2024, NextTrip, Inc. (the “Company”) received a notification letter (the “Notice”) from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1). The Notice also noted that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations, and therefore, the Company no longer complied with Nasdaq’s Listing Rules.

 

As noted in the Original 8-K, the Company had until November 4, 2024 to provide Nasdaq with a specific plan to achieve and sustain compliance, which the Company has done. The Company is filing this Current Report on Form 8-K (this “Report”) to provide an update to its compliance with continued listing requirements as set forth in Nasdaq Listing Rule 5550(b)(1).

 

As a result of various transactions entered into by the Company since November 30, 2024, including without limitation various equity offerings, debt conversions and strategic transactions, the Company believes it has regained compliance with the minimum $2.5 million stockholders’ equity requirement for continued listing, and satisfies the minimum $5 million equity requirement for initial listing on The Nasdaq Capital Market. In that regard, the Company believes that as of the date of this Report, stockholders’ equity exceeds $5 million. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.

 

The unaudited pro forma condensed balance sheet attached as Exhibit 99.1 to this Report has been prepared to illustrate the impact of a number of events that followed the close of the Company’s third fiscal quarter ended November 30, 2024, including without limitation various equity offerings, debt conversions and strategic transactions (as disclosed in various Current Reports on Form 8-K filed by the Company with the SEC), and the Company’s resulting compliance with the minimum $5 million stockholders’ equity requirement for initial listing on The Nasdaq Capital Market.

 

The unaudited pro forma condensed balance sheet is based on the Company’s unaudited balance sheet as of November 30, 2024, as contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, filed with the SEC on January 14, 2025, adjusted to reflect the subsequent events after the balance sheet date of November 30, 2024 through the date of filing of this Current Report, as if such events occurred on November 30, 2024.

 

The unaudited pro forma condensed balance sheet is being provided for informational purposes only, and should be read in conjunction with the more detailed unaudited condensed consolidated financial statements and related notes thereto included in the Company’s Form 10-Q for the quarter ended November 30, 2024 and Company’s subsequent filings with the SEC.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Unaudited Pro Forma Condensed Balance Sheet of the Company as of November 30, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

 

 

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:	February 28, 2025		By:	/s/ William Kerby
			Name:	William Kerby
			Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Unaudited Pro Forma Condense Balance Sheet of NextTrip, Inc.

 

		November 30, 2024				Pro Forma Adjustments				Note Reference		As Adjusted November 30, 2024
Cash and Cash Equivalents		$	15,385			$	3,326,995			(1) (4) (6) (9) (10) (13) (14) (17) (22)		$	3,342,380
Total Other Current Assets		$	1,509,126			$	450,220			(2) (4) (7) (11) (16) (21)		$	1,959,346
Total Non-Current Assets		$	3,454,240			$	4,287,250			(13) (16) (20)		$	7,741,490
Total Assets		$	4,978,751			$	8,064,465					$	13,043,216
Total Current Liabilities		$	6,394,097			$	(3,518,189	)		(3) (4) (5) (8) (14) (15) (18) (19)		$	2,875,908
Total Liabilities		$	6,394,097			$	(3,518,189	)		(3) (4) (5) (8) (14) (15) (18) (19)		$	2,875,908
Stockholders’ Equity (Deficit):
Preferred Stock; par value $0.001, 10 000,000 authorized, 225,520 issued and outstanding as of November 30, 2024		$	226			$	2,872			(1) (2) (3) (5) (9) (13) (15) (17) (18) (19) (20) (22)		$	3,098
Common Stock; par value $0.001, 250,000,000 authorized, 1,429,492 issued and outstanding as of November 30, 2024		$	1,430			$	227			(6) (7) (10) (11) (12) (16)		$	1,657
Additional Paid in Capital		$	28,288,831			$	13,481,251			(1) (2) (3) (5) (6) (7) (8) (9) (10) (11) (12) (13) (15) (16) (17) (18) (19) (20) (22)		$	41,770,082
Accumulated Deficit		$	(29,705,833	)		$	(1,901,696	)		(12) (15) (21)		$	(31,607,529	)
Total Stockholders’ Equity (Deficit)		$	(1,415,346	)		$	11,582,654					$	10,167,308
Total Liabilities and Stockholders’ Equity (Deficit)		$	4,978,751			$	8,064,465					$	13,043,216

 

	(1)	Issuance of 231,788 shares of Series I preferred to an investor at $3.02 per share.
	(2)	Issuance of 60,595 shares of Series K preferred for prepaid interest related to the sale of short-term promissory notes.
	(3)	Conversion of related party short-term promissory notes into 579,469 Series L preferred shares at $3.02 per share.
	(4)	Sale of short-term promissory notes to an investor for a principal amount of $402,500, including an original issue discount of $52,500.
	(5)	Issuance of 133,278 shares of Series M preferred at $3.02 per share to an investor for the conversion of $402,500 in short-term promissory notes.
	(6)	Issuance of 85,235 common shares for the exercise of warrants by an investor.
	(7)	Issuance of 28,281 common shares to a consulting firm for investor relations services.
	(8)	Issuance of common warrants in connection with the sale of short-term promissory notes to investors.
	(9)	Issuance of 17,000 shares of Series N preferred to an investor at $5.00 per share.
	(10)	Issuance of 19,730 common shares for the exercise of warrants by an investor.
	(11)	Issuance of 30,000 common shares to a consulting firm for investor relations services.
	(12)	Issuance of 4,000 shares of common stock to a former employee pursuant to the terms of the Separation Agreement.
	(13)	Issuance of 161,291 shares of Series O preferred in connection with the 49% acquisition of Five Star Alliance.
	(14)	Sale of short-term promissory note to an investor for $1,000,000.
	(15)	Conversion of $1,000,000 short-term promissory note into 250,000 shares of Series P preferred at $4.00 per share.
	(16)	Issuance of 60,000 common shares and warrants to AOS Holdings, Inc. in connection with a two-year strategic consulting contract.
	(17)	Issuance of 93,750 shares of Series P preferred to an investor at $4.00 per share.
	(18)	Conversion of related party short-term promissory notes and deferred salary into 496,689 shares of Series L preferred at $3.02 per share.
	(19)	Conversion of payable to a contractor into 33,113 shares of Series I preferred.
	(20)	Issuance of 483,000 shares of Series N preferred in connection with a 10% minority interest investment in Blue Fysh Holdings, Inc.
	(21)	Write-off of NextPlay promissory note deemed uncollectible.
	(22)	Issuance of 331,125 shares of Series I preferred to an investor at $3.02 per share.

 

 

v3.25.0.1

Cover	Feb. 28, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 28, 2025
Entity File Number	001-38015
Entity Registrant Name	NextTrip, Inc.
Entity Central Index Key	0000788611
Entity Tax Identification Number	27-1865814
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3900 Paseo del Sol
Entity Address, City or Town	Santa Fe
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87507
City Area Code	(505)
Local Phone Number	438-2576
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NTRP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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