UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Reference is made to the Current Report on Form 8-K (the “Current Report”) of NextTrip, Inc., a Nevada corporation (the “Company”), filed on September 15, 2025 with the Securities and Exchange Commission with respect to the issuance and sale of restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred Stock”). The Current Report contains a description of the terms of the Series Q Preferred Stock with the Certificate of Designation for such series attached as an exhibit to such Report.
Conversion of Related Party Loans into Series Q Preferred Stock
On September 15, 2025, the Company entered into debt conversion agreements with Carmen Diges and Stephen Kircher (the “Related parties”), two of the Company’s independent directors, pursuant to which the Company and the Related Parties agreed to convert (the “Conversion”) an aggregate of $152,970 (principal and accrued interest) in existing unsecured promissory notes owed to the Related Parties for monies advance to the Company into an aggregate of 47,803 restricted shares of Series Q Preferred Stock of the Company at a purchase price of $3.20 per share. The Conversion was retroactive to September 3, 2025.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 regarding the issuance of the Series Q Preferred is hereby incorporated herein by reference.
The shares of Series Q Preferred issued by the Company (the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Securities constitute, and the shares of Company common stock underlying the shares of the Series Q Preferred Stock, when issued upon conversion of the Series Q Preferred Stock, will constitute, “restricted securities” within the meaning of Rule 144 under the Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Form of Debt Conversion Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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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: September 18, 2025 | By: | /s/ William Kerby |
| Name: | William Kerby | |
| Title: | Chief Executive Officer | |
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