What changed in this filing

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Item 5. Other Information

2026-10-15 compared with 2026-07-15 · 40 added, 30 removed, 7 unchanged (91% of the section changed)

OTHER INFORMATION.

10b5-1 Trading Plans

the three months ended May 31, 2026, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions

of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.

Certificate of Designation of Series A Convertible Preferred Stock.

Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026, and incorporated herein by reference).

Warrant between the Company and KC Global Media LLC, dated April 15, 2026.

Form of Warrant between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 8, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).

Warrant between the Company and KC Global Media LLC, dated May 8, 2026.

Unsecured Short-Term Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated March 26, 2026 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 29, 2026, and incorporated herein by reference).

Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated April 15, 2026.

Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).

Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated May 8, 2026.

Form of Pledge Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).

Amendment 8 to the March 26, 2026 Unsecured Short-Term Promissory Note between the Company and The Donald P.

Monaco Insurance Trust, dated June 30, 2026.

Rule 10b5 - 1 Trading Plans

During the six months ended August 31, 2026 , none of our directors or officers entered into, modified or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” that were intended to satisfy the affirmative defense conditions of Rule 10b5 - 1, in each case as defined in Item 408 of Regulation S-K.

Amended and Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 24, 2022, and incorporated herein by reference).

Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 12, 2022, and incorporated herein by reference).

Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference).

Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference).

Certificate of Designation of Series A Convertible Preferred Stock (filed as Exhibit 3.7 to the Company’ Annual Report on Form 10-K filed May 29, 2026, and incorporated by reference herein).

Certificate of Withdrawal of Certificate of Designation of Series B Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 27, 2026 and incorporated herein by reference).

Certificate of Designation of Series B Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed August 27, 2026 and incorporated herein by reference).

Certificate of Designation of Series E Convertible Preferred Stock (Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 27, 2020 and incorporated herein by reference)

Amended and Restated Bylaws of the Company, as amended.

(filed by the Company as Exhibit 3.12 to the Company’s Form 10-K, filed on March 24, 2021, and incorporated herein by reference).

Amendment No.

3 to Amended and Restated Bylaws of Sigma Additive Solutions, Inc.

(filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 16, 2022, and incorporated herein by reference).

Form of Lind Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 22, 2026, and incorporated herein by reference).

Stock Purchase Agreement, by and among the Company, Yada commerce Inc., High Class Holdings LLC and Carbon Capital Corp dated as of June 10, 2026 (filed as Exhibit 10.1 to the Company’s Current Report filed on Form 8-K, filed on June 12, 2026, and incorporated herein by reference).

Cooperation and Earnout Agreement, by and between the Company and Yada commerce Inc., dated as of June 10, 2026 (filed as Exhibit 10.2 to the Company’s Current Report filed on Form 8-K, filed on June 12, 2026, and incorporated herein by reference).

Amendment to Line of Credit Agreement dated as of dated as of July 13, 2026 (filed as Exhibit 10.1 to the Company’s Current Report filed on Form 8-K, filed on June 15, 2026, and incorporated herein by reference).

Securities Purchase Agreement, dated July 17, 2026, by and between the Company and Lind Global Fund III LP (filed as Exhibit 10.1 to the Company’s Current Report filed on Form 8-K, filed on July 22, 2026, and incorporated herein by reference).

Form of Senior Secured Convertible Promissory Note (filed as Exhibit 10.2 to the Company’s Current Report filed on Form 8-K, filed on July 22, 2026, and incorporated herein by reference).

Form of Security Agreement (filed as Exhibit 10.3 to the Company’s Current Report filed on Form 8-K, filed on July 22, 2026, and incorporated herein by reference).

Form of Guaranty (filed as Exhibit 10.4 to the Company’s Current Report filed on Form 8-K, filed on July 22, 2026, and incorporated herein by reference).

Form of Pledge Agreement (filed as Exhibit 10.5 to the Company’s Current Report filed on Form 8-K, filed on July 22, 2026, and incorporated herein by reference).

Form of Securities Purchase Agreement, dated July 31, 2026, by and between the Company and the Purchasers listed therein (filed as Exhibit 10.1 to the Company’s Current Report filed on Form 8-K, filed on August 4, 2026, and incorporated herein by reference).

Exchange Agreement, dated August 25, 2026, by and between the Company and the Lender (filed as Exhibit 10.1 to the Company’s Current Report filed on Form 8-K, filed on August 27, 2026, and incorporated herein by reference).

Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Schema Document with Embedded Linkbase Documents.

Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags

are embedded within the Inline XBRL document

herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing

or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference

in such filing or document.

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, thereunto duly authorized.

Inline XBRL Instance Document.

Inline XBRL Schema Document with Embedded Linkbase Documents.

Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed herewith.

Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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, thereunto duly authorized.

NEXTTRIP, INC.

October 15, 2026

/s/ William Kerby

William Kerby

Executive Officer (Principal Executive Officer)

Chief Executive Officer (Principal Executive Officer)

October 15, 2026

/s/ Frank Orzechowski

Frank Orzechowski

Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information