Item 5. Other Information
ITEM 5. OTHER INFORMATION.
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.
ITEM 6. EXHIBITS.
Exhibit
Number
Description
3.1
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).
3.2
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).
3.3
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).
3.4
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).
3.5
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).
3.6
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).
3.7
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).
3.8
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)
3.9
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).
3.10
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).
4.1
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).
10.1
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).
10.2
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).
10.4
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).
10.5
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).
10.6
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).
10.7
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).
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10.8
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).
10.9
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).
10.10
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).
10.11
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).
31.1*
Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Rule 13a-14(a) Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***
Inline XBRL Instance Document.
101.SCH***
Inline XBRL Schema Document with Embedded Linkbase Documents.
104
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.
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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, thereunto duly authorized.
NEXTTRIP, INC.
October 15, 2026
By:
/s/ William Kerby
William Kerby
Chief Executive Officer (Principal Executive Officer)
October 15, 2026
By:
/s/ Frank Orzechowski
Frank Orzechowski
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.