---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-029151"
form_type: "8-K"
ticker: "NTRP"
cik: "0000788611"
company_name: "NextTrip, Inc."
filed_at: "2025-12-29T23:59:59+00:00"
generated_at: "2026-05-16T12:11:37.745039+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# NextTrip prices $3M private placement of 1M shares and warrants; total equity raise $5M

## Summary
- Gross proceeds ~$3M from 1M shares and 1M warrants at $3.43 exercise price, 4-year term.
- Proceeds for working capital and general corporate purposes; closing on Dec 23, 2025.
- Combined with prior $2M placement, total equity raised ~$5M in Nov-Dec 2025.
- Amended warrants with Denis Suggs, KCGM, Charcoal Investment to extend exercise and adjust price for Nasdaq compliance.
- KCGM cancelled 75K shares for a pre-funded warrant requiring shareholder approval for Nasdaq compliance.

## SEC filing metadata
- accession: 0001493152-25-029151
- form_type: 8-K
- ticker: NTRP
- cik: 0000788611
- company_name: NextTrip, Inc.
- filed_at: 2025-12-29T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/788611/000149315225029151/0001493152-25-029151-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/788611/000149315225029151/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-029151
- JSON: https://secwatch.observer/filing/0001493152-25-029151.json
- Plain text: https://secwatch.observer/filing/0001493152-25-029151.txt

## Key facts
- Material Agreements
  NextTrip, Inc. entered into Registration Rights Agreement with the Purchaser.
  - Action: entry
  - Counterparty: the Purchaser
  source text: Pursuant to a Registration Rights Agreement between the Company and the Purchaser (the “Registration Rights Agreement”), the Company has agreed to file a registration statement (the “Resale Registration Statement”) to cover the resale of the Common Shares and any share of Common Stock underlying the Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/788611/000149315225029151/0001493152-25-029151-index.htm
- Material Agreements
  NextTrip, Inc. entered into Purchase Agreement with a purchaser named therein (the “Purchaser”) valued at approximately $3,000,000 (effective 2025-12-22).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a purchaser named therein (the “Purchaser”)
  - Value: approximately $3,000,000
  - Effective: 2025-12-22
  source text: On December 22, 2025, NextTrip, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a purchaser named therein (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”) 1,000,000 shares (the “Common Shares”) of the Company’s Common Stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/788611/000149315225029151/0001493152-25-029151-index.htm
- Material Agreements
  NextTrip, Inc. entered into Placement Agreement with Ladenburg Thalmann & Co. Inc. (effective 2025-12-22).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Ladenburg Thalmann & Co. Inc.
  - Effective: 2025-12-22
  source text: Pursuant to a Placement Agency Agreement dated as of December 22, 2025 (the “Placement Agreement”), the Company engaged Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/788611/000149315225029151/0001493152-25-029151-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.