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BCS

Current Report · Items 5.07 · 8-K

NextTrip, Inc.

NTRPNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On October 9, 2026, NextTrip, Inc. (the “Company”) held its 2027 annual meeting of stockholders via live webcast (the “Annual Meeting”).…

Filed Oct 14, 2026Accepted Oct 14, 2026, 5:00 PM EDTCIK 788611Accession 0001437749-26-032631
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Company context

NextTrip is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure, group and business travelers to the world. Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip planning and booking. We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate our platform through specialty features, including specialized widgets for groups (the “Groups Platform”) and travel agents (the “Travel Agent Platform”) and PayDlay, a delayed payment booking option. Complementing our booking engine are our media properties, including Journy.tv and Travel Magazine, which provide destination content that we believe will drive high-intention traffic into our booking funnel and, over time, constitute a separate high-margin advertising revenue stream.

Current securities

Historical securities (3)

Recent company filings

  1. Regulation FD DisclosureOct 8, 2026
  2. Regulation FD DisclosureSep 24, 2026
  3. 144 filingSep 22, 2026
  4. Regulation FD DisclosureSep 15, 2026
  5. Regulation FD DisclosureSep 9, 2026

Registered securities in this filing

NextTrip, Inc. · 8-K · Filed 2026-10-14

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock

Symbol
NTRP
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: d20268K

Dimensions: Not supplied

Accession 000143774926032631 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders On October 9, 2026, NextTrip, Inc. (the “Company”) held its 2027 annual meeting of stockholders via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on seven proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2026 (the “Proxy Statement”). At the Annual Meeting, there were 7,018,011 shares of common stock and Series A Convertible Preferred Stock present or represented by proxy, which represented approximately 46% of the combined voting power of the 15,086,101 shares of common stock and 150,000 shares of Series A Convertible Preferred Stock outstanding as of the close of business on August 10, 2026 (the “Record Date”), and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the Record Date. Holders of the Company’s Series A Convertible Preferred Stock were likewise entitled to one vote for each share held as of the Record Date, and voted together with the holders of common stock as a single class, solely on those proposals on which they were entitled to vote. The stockholders of the Company voted on the following proposals at the Annual Meeting: To elect three Class III directors to serve until the Company’s 2030 annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. To ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares to Lind Global Fund III LP upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock (a) to certain non-insiders upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants, and (b) to an insider upon exercise of a Pre-Funded Warrant. To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of the Company’s common stock to an insider upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants. To approve, on a non-binding advisory basis, the compensation payable to the Company’s named executive officers. To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event the Company had not received sufficient votes in favor of any of the foregoing proposals. 1. Election of Directors Nominee For Against Abstentions ───────────────────────────────────────────────────────────── Andy Kaplan 6,770,314 188,477 13 Carmen Diges 6,957,033 1,758 13 David Jiang 6,957,014 1,777 13 2 Each of the three nominees for Class III director was elected to serve until the Company’s 2030 annual meeting of stockholders, or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation or removal. 2. Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstentions ─────────────────────────────────────────── 7,017,137 869 5 The stockholders ratified the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027. 3. Approval of Issuance of Shares to Lind Global Fund III LP Pursuant to Nasdaq Listing Rule 5635(d) For Against Abstentions ─────────────────────────────────────────── 6,725,506 233,039 259 The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares to Lind Global Fund III LP upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants. 4. Approval of Issuance of Shares upon Conversion of Series A Convertible Preferred Stock and Exercise of Related Warrants and a Pre-Funded Warrant Pursuant to Nasdaq Listing Rule 5635(d) For Against Abstentions ─────────────────────────────────────────── 6,956,703 1,842 259 The stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock (a) to certain non-insiders upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants, and (b) to an insider upon exercise of a Pre-Funded Warrant. 5. Approval of Issuance of Shares to an Insider upon Conversion of Series A Convertible Preferred Stock and Exercise of Related Warrants Pursuant to Nasdaq Listing Rule 5635(c) For Against Abstentions ─────────────────────────────────────────── 6,956,378 2,187 239 The stockholders approved, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of the Company’s common stock to an insider upon conversion of outstanding shares of the Company’s Series A Convertible Preferred Stock and exercise of related warrants. 3 6. Advisory Vote on Named Executive Officer Compensation For Against Abstentions ─────────────────────────────────────────── 6,953,583 5,207 14 The stockholders approved, on a non-binding advisory basis, the compensation payable to the Company’s named executive officers. 7. Adjournment of the Annual Meeting For Against Abstentions ─────────────────────────────────────────── 6,952,760 6,043 1 The stockholders approved the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies; however, because there were sufficient votes to approve each of the foregoing proposals, adjournment of the Annual Meeting was not necessary.

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