NextTrip以股抵債清償董事酬金 發行逾8.9萬股減輕現金壓力

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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): July 31, 2026

 

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.)

 
 

 
 1500
 Sawgrass Corporate Parkway, Suite 400
  
  

 
 Sunrise,
 Florida
  
 33323

 
 (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)

3900
Paseo del Sol

Santa
Fe, New Mexico

 

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
1.01 Entry into a Material Definitive Agreement.

 

On
July 31, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with former directors Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch, Kent Summers, and current director Donald
Monaco (the “Purchasers”), pursuant to which the Company agreed to issue and deliver to the Purchasers an aggregate of 89,430
shares of the Company’s common stock, par value $0.001 (the “Common Stock”). As of July 31, 2026, the Company was indebted
to the Purchasers for unpaid portions of board of directors compensation in the aggregate amount of $289,753.42 (the “Outstanding
Payable”), inclusive of interest, and on July 31, 2026 the Company repaid $144,876.71 in cash, leaving the remaining indebtedness
of $144,876.71 (taken together with all accrued interest, fees and other amounts, the “Debt”). Upon issuance of the Common
Stock, the Debt is deemed fully satisfied, discharged and cancelled, and Purchasers have released all claims against the Company arising
out of or related to the Debt.

 

The
transaction was reviewed and approved by the disinterested directors on the Company’s board of directors and the audit committee
in accordance with the Nevada corporate law, Nasdaq listing rules, and the Company’s Related Party Transactions Policy.
The purchase price of the Common Stock was $1.62 per share, which was the closing price for the Common Stock on July 31, 2026. The Purchase
Agreement contains customary representations, warranties and covenants.

 

The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 

Item
3.02 Unregistered Sales of Equity Securities

 

The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its
entirety. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities
described above was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D
under the under the Securities Act of 1933, as amended (the “Securities Act”) and corresponding provisions of state securities
or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an applicable
exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general
solicitation or general advertising.

 

Item
9.01 Financial Statements and Exhibits

 

(d)
Exhibits. The following exhibits are filed herewith

 

 
 Exhibit Number
  
 Description

 
 10.1
  
 Form of Securities Purchase Agreement, dated July 31, 2026, by and between the Company and the Purchasers listed therein.

 
 104
  
 Cover
 page Interactive Data File (embedded within the inline XBRL Document)

 
 

 2

  

 

 

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:
 August
 4, 2026
 By:
 /s/
 William Kerby

 
  
  
 Name:

 William
 Kerby

 
  
  
 Title:
 Chief
 Executive Officer

 
 

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