NextTrip, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES Proceeds received from the issuance of unregistered common and preferred shares and associated warrants have been used for general working capital purposes. Common Stock Date Recipient Consideration Shares Price Value June 4, 2026 Ben Higgins Contractor Services 2,067 $ 2.42 $ 5,000 June 5, 2026 Simon Orange Consulting Services 125,000 $ 2.46 $ 307,500 June 9, 2026 Ben Higgins Contractor Services 2,193 $ 2.28 $ 5,000 June 16, 2026 Greg Romsdahl Warrant Exercise 8,278 $ 3.02 $ 25,000 June 17, 2026 Trick & Mortar Film Production 23,475 $ 2.13 $ 50,000 June 18, 2026 David Jiang Private Placement 18,200 $ 2.75 $ 50,050 June 19, 2026 Allen Sanders Consulting Services 12,500 $ 2.07 $ 25,875 June 19, 2026 Kerry Kennedy Consulting Services 12,500 $ 2.07 $ 25,875 June 19, 2026 Greg Romsdahl Consulting Services 3,000 $ 2.07 $ 6,210 June 19, 2026 ConsortiaX Sales Commission override 4,574 $ 2.07 $ 9,468 June 24, 2026 Jimmy Caplan IR Consulting Services 30,000 $ 1.98 $ 59,400 June 24, 2026 PartnerCap Securities LLC Research Reports 41,416 $ 1.98 $ 82,004 July 1, 2026 OnCore Network IR Consulting Services 50,000 $ 2.15 $ 107,500 July 17, 2026 Chad Doher Consulting Services 25,000 $ 1.94 $ 48,500 August 3, 2026 Pillow Hog Ventures, Inc. IR Consulting Services 25,000 $ 1.71 $ 42,750 Total 383,203 ​ $ 850,132 Investment Warrants Date Grantee Units Strike Expiration Consideration June 9, 2026 Gynorris Investments LLC 25,000 $ 2.75 June 9, 2029 Short-term note payable June 18, 2026 David Jiang 18,200 $ 2.75 June 18, 2029 Cash - Common Shares August 3, 2026 Bill Farrand 25,000 $ 1.71 August 3, 2029 Consulting Services Total 68,200 ​ Exemption from Registration The securities described above were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. No general solicitation or general advertising was used. Each recipient was an accredited investor or otherwise had access, through such recipient’s relationship with the Company, to the type of information that would have been provided in a registration statement and represented an investment intent. No underwriting discounts or commissions were paid by the Company in connection with these issuances. 79 Table of Contents ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.