What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-09-04 compared with 2023-03-30 · 344 added, 294 removed, 7 unchanged (99% of the section changed)

Sigma Additive Solutions, Inc.

(the “Company,” “Sigma,”

“Sigma Additive,” “we,” “us” and “our”)

is a software company that was founded by scientist-engineers composed of physicists and metallurgists then working at Los Alamos National

Labs for the purpose of developing sophisticated metallurgical products.

Since 2016, the Company’s focus has been

on solving the complex and challenging problem of how to best assure the high quality of metal parts manufactured in laser powder bed

additive manufacturing, or 3D, printing, machines.

Sigma and many others believe that until this problem was solved, 3D manufacturing

of metal parts would not be scalable enough to grow past prototyping and mature into a major industry enjoying high quality yields and

cost-efficient production runs.

The solution that Sigma developed to solve this problem is In-Process-Quality-Assurance (“IPQA®”)

software known as PrintRite3D®.

2018, the Sigma team enhanced and added user features to its PrintRite3D® technology.

In 2019, the Company began to productize and

test PrintRite3D® on various 3D metal printers at customers’ sites through the Company’s Rapid Test and Evaluation (“RTE”)

Upon receiving favorable responses from the various RTEs, in 2020 the Company began to market PrintRite3D®.

worldwide COVID-19 pandemic adversely affected capital spending within the Company’s targeted industries, the Company moved forward

with its plan to market PrintRite3D® to the following industry segments:

(1) global manufacturing companies with Additive Manufacturing

(“AM”) initiatives;

(2) 3D printer Original Equipment Manufacturers (“OEMs”) for purchases of licenses and generating

fees and royalties thereafter;

(3) additive manufacturing software venders for alliances and licenses for co-sales;

and (4) research

foundations, standards organizations and universities, all in service of Sigma’s potential for setting the industry standard of

measurement by providing data and analytics as a metrics-based quality standard of metal quality for all 3D laser powder bed manufactured

parts, notwithstanding the design, metal, or brand of equipment upon which parts are manufactured.

In 2022, we shifted our business model

from selling perpetual licenses of our combined hardware and software solution to subscription-based licenses and began the development

of a suite of software-only product offerings, which we believe will transform our business by providing a scalable, cost-effective solution

to our customers that can be more broadly connected to OEM’s, hardware, and software partners.

With the change to our

business model, and the desire to connect more fully to the full digital quality landscape, the business began to explore potential strategic

investments and mergers and acquisitions.

This is a major focus in 2023, as management seeks capital for operations, and to provide runway

to future options, and to take Sigma to the next phase of our business.

Metal Manufacturing and the role and need for Sigma’s technology:

use of 3D printing technology dates to the 1980s for polymer applications, but the ability to print functional parts from metal

alloys has spurred significant interest and investment in AM in recent years.

AM is now reshaping the product design process, entire

supply chains, and the vast landscape of manufacturing.

Engineers are embracing new design freedoms to realize valuable product performance

improvements and cost efficiencies with lighter weight, better thermal management capability, better fluid mixing, customization, and

the ability to make different structures and textures that yield better part integration.

believe that there are several significant hurdles to be overcome for broader adoption of additive technologies for the production of

industrial metal and polymer parts.

Among these are lack of quality, consistency, and industry standards along with cost.

believes PrintRite3D® has the potential to contribute to widespread industrialization of 3D metal and polymer printing.

Additionally,

the disruption in complex and rigid supply chains caused by COVID-19 exposed the country’s vulnerability to shortages in times

In response, manufacturers are devising strategies to be able to be more agile, increase their ability to manufacture mission

critical parts on demand, with more customization, and closer to where the end part will be needed, and we believe quality systems

to ensure consistency will play a critical role.

Additionally, we believe that in-process data will play an important role in connecting

the full digital quality landscape from raw materials to final part.

Technology and Product Family

current version of PrintRite3D® is an integrated hardware and software edge computing platform, or in-process quality assurance

system, that combines inspection, feedback, data collection and critical analysis.

It is a 3D printer platform-independent solution

that can be installed as a retrofit to an existing 3D printer or requested as a factory option from select 3D printer OEMs.

PrintRite3D® provides a high-fidelity, accurate system that can confidently scale to multi-laser 3D metal and polymer printers.

The PrintRite3D® system detects potential anomalies in real-time and incorporates machine learning in conjunction with developed

metrics to map those metrics to live post-process data.

This provides the ability to reduce manufacturing costs by identifying

problems before post-production testing, while creating a certification framework that serves the needs of end-users,

printer manufacturers, and standards organizations.

was initially developed to work with industrial 3D metal printers using the Powder Bed Fusion (“PBF”) process, which is the most widely

used process for industrial metal applications.

In 2020, we announced PrintRite3D for Direct Energy Deposition, or DED, for metal parts.

PrintRite3D DED opened another segment of the industrial metal market for Sigma to sell and distribute our technology.

Company introduced PrintRite3D Selective Laser Sintering, or SLS, for polymer materials.

The polymer market is larger and more advanced

than the metal market.

There is an increasing need for quality and standards within the polymer market to support mission critical parts

such as those being used in aerospace, space exploration, and defense.

The Company’s entry into this market was customer driven

by a supplier of critical equipment to the space exploration market.

The Company believes that PrintRite3D’s ability to work across

a different 3D printers, processes and materials gives it a competitive advantage and will help accelerate the adoption of 3D printing

for industrial applications.

2022, we began the development of a new suite of software-only products, which we believe will allow us to scale into production

across enterprises with large installations of production printers.

These machine-health, process health, and part-health modules

will be built into the PrintRite3D suite.

These products will combine streaming health data from major OEM’s and off-axis

camera data, and thermal on-access melt pool technology to provide a centralized home for in-process quality solutions and reporting that can be connected to the broader digital quality ecosystem.

the connected and open data we are creating will allow users to simplify their quality operations, identify gross defects, utilize

machine-learning and artificial intelligence platforms, and significantly improve production quality while lowering the cost of

employs a multi-channel distribution model for its IPQA products, including a direct sales force, value added resellers (“VARs”)

software and hardware partners, and 3D printer OEMs.

In 2022, the majority of the Company’s revenue was generated by direct sales

in North America and Europe and through OEM relationships.

VARs are currently used in Japan and India.

The Company plans to extend its

VAR channel outside of North America and Europe.

Since 2020, the Company has moved to establish and extend relationships with 3D printer

OEMs, software partners, and integrated hardware partners to expand our footprint and ability to scale our business.

Company markets its products through webinars, email and social media campaigns, and participation, both in person and virtually, in

industry events and tradeshows.

In addition, the Company collaborates with international standards organizations in the establishment

of standards for AM.

and Availability of Parts and Materials

have important relationships with several suppliers for critical components of our PrintRite3D® systems, in particular optics

and data acquisition components, and development of our user interface.

To-date, we have not experienced shortages of components;

however, in some cases COVID-19 has resulted in increased lead times and cost for certain parts.

We manage the risk of component

shortages by sourcing backup suppliers, and in the case of our user interface, hiring engineers in-house and contractors to support

the ongoing development and maintenance.

on a Few Major Customers and Partners

Company has established agreements with several international 3D printer OEMs, software, and integrated hardware companies.

supports the OEM, software, and hardware relationships with joint marketing programs, field sales and technical support personnel to

assist in the sale of its technology.

It is the Company’s intent and focus to expand our OEM and software channels

through distribution relationships with existing and additional 3D printer OEMs, hardware, and software relationships in the future.

PrintRite3D® is a

third-party, agnostic In-Process Quality Assurance system designed to provide a consistent, standards-based measurement and

prediction of quality across a heterogeneous collection of 3D printers.

Competition historically has been viewed as printer OEMs

with their own monitoring system, usually as a separately priced option to its printers.

However, with the move to software-only

solutions and API connection options to machines, Sigma believes it can provide machine agnostic analytics and reporting software

tools that help standardize digital quality in the industry.

Additionally, we plan to work with OEMs to reduce costs of hardware,

grow and expand their quality monitoring as a standard machine option, and provide a standard language for quality.

We believe that

the future of AM will consist of factories with various generations of printers from various manufacturers.

The primary reasons that

global manufacturers will have machines from various vendors is that certain machines and technologies are better suited for

different applications than others.

Additionally, as the industry progresses, innovation will accelerate, and new leaders will

Finally, many believe that there will be a consolidation of 3D metal manufacturers and the number of vendors will decrease

over the next decade from approximately 50 at present.

Although standards for monitoring are slowly being set by various

international standards organizations, it is highly unlikely that printer OEMs will modify their monitoring systems to work with

other OEMs machines.

Therefore, we believe that the best way to produce parts with a consistent level of quality is with a

third-party, agnostic, standards based IPQA system, such as PrintRite3D®.

Over the past year or so, new competitors have entered

the market with monitoring technology that follows Sigma’s lead as a third-party agnostic system capable of working across 3D

printer machine types.

However, most of these solutions are point solutions addressing one specific item of quality.

value, but do not provide the end user the full quality picture for regulators or customer needs.

Sigma has expanded its quality

footprint to be a home for holistic in-process quality data.

We see a path to integrate with other point solutions if customers find

interest in them, while still ensuring holistic quality for our end customers.

Point solutions are useful;

however, they fall short

of determining root cause, and unlike PrintRite3D, are not capable of instructing the printer, through closed-loop control, to vary

certain machine variables such as laser power to avoid creating the defects in the first place.

regard our patents, trademarks, domain names, trade secrets, know-how, and other intellectual property as critical to our success.

We rely on a combination of patent, trademark, trade secret, other intellectual property law, confidentiality procedures, and

contractual provisions with employees, partners, and others to protect the technology and other proprietary rights, information and

know-how that comprise the core of our business.

The tables below summarize our issued patents.

We are currently prosecuting

foreign and U.S.

patent applications related to our IPQA® technology and rapid qualification of additive manufacturing for metal

There is no guarantee, however, that the patent applications will result in issued patents or that if issued,

any patents will offer adequate protection under applicable law.

Additive Solutions, Inc.

Patent Portfolio as of

Company believes that its patented PrintRite3D® technology is a significant barrier to entry to competitors attempting to replicate

the Company’s strategy.

or Application No.

Manufacturing Process Sensing and Status Indication System

And System for Monitoring Additive Manufacturing Processes

Quality Inference and Control For Additive Manufacturing Processes

Qualification System and Methodology

ZL201680010333.X

Qualification System and Methodology

And Methods for Additive Manufacturing Operations

Defect Detection Using Normalized Sensor Data

And Method for Additive Manufacturing

ZL201980027059.0

Photodetector

Array for Additive Manufacturing Operations

112,019,000,521

Photodetector

Array for Additive Manufacturing Operations

Photodetector

Array for Additive Manufacturing Operations

of Non-Imaging Thermal Measurement Devices

And Methods for Measuring Radiated Thermal Energy During an Additive Manufacturing Operation

ZL201880064101.1

and Methods for Measuring Radiated Thermal Energy During an Additive Manufacturing Operation

112,018,001,597

and Methods for Measuring Radiated Thermal Energy During an Additive Manufacturing Operation

ZL201980027181.8

and Methods for Measuring Radiated Thermal Energy During an Additive Manufacturing Operation

112,019,000,498

and Methods for Measuring Radiated Thermal Energy During an Additive Manufacturing Operation

and Systems for Quality Inference and Control for Additive Manufacturing Processes

Identification Using Machine Learning in an Additive Manufacturing System

contracts that we enter into with governmental agencies will be subject to a variety of federal, state and local laws and regulations.

These regulations are aimed at preventing the inadvertent disclosure of munitions related data or the export of technical knowledge to

foreign countries.

The work we do with governmental units may also be subject to laws respecting the confidentiality of any classified

or national security information we receive during the course of our activities under any government contract.

(the “Company,” “NextTrip,” “we,” “us” and “our”) is an innovative technology

company that is building next generation solutions to power the travel industry.

NextTrip, through its subsidiaries, provides travel

technology solutions with sales originating in the United States, leisure travel, business travel, groups travel, media and tech.

connect people to new places and discoveries by utilizing digital media engagement, seasoned planning expertise, and unique inventory

to curate custom vacations and business travel across the globe.

Our proprietary booking engine, branded as NXT2.0, provides travel distributors

and consumers access to a sizeable inventory.

vision is to drive the evolution of the travel industry by merging advanced digital solutions with personalized travel services.

core technology – a fully integrated travel booking platform – focuses on untapped and underserved sectors of the travel

industry, intending to capture new markets.

We expect that our future growth will be accelerated by interactive technology, immersive

media and unparalleled travel industry expertise.

believe NextTrip will revolutionize the travel industry by combining advanced digital technologies with personalized travel services.

Our mission is to become the premier travel, media, and lifestyle brand, inspiring and empowering individuals to explore the world.

our brands, including NextTrip Vacations, Travel Magazine, and Compass.TV, we aim to create a unique ecosystem that reduces dependency

on traditional marketing methods, where major travel companies spend billions to attract customers.

strategy focuses on both the Media and Travel divisions working together to draw users into our ecosystem by offering the following benefits:

to a wealth of highly relevant travel videos and articles for research.

ability to plan and save future travel destinations and activities on personalized profiles.

to share travel ideas and communicate with others.

from our concierge help desk and AI-powered solutions.

convenience of booking travel online or through a call center.

to customer support before, during, and after travel.

opportunity to earn rewards that encourage repeat bookings.

ecosystem is built on four key pillars:

A comprehensive travel booking platform that offers curated, personalized, and seamless travel experiences for every budget and interest.

Powered by the NXT2.0 booking platform, NextTrip serves as our direct-to-consumer hub, providing users with detailed scheduling,

pricing, and availability information for airlines, hotels, rental cars, and other travel products.

We also offer dynamically assembled

travel packages and provide valuable content, including destination information, maps, and travel details, all supported by our customer

call center .

A trusted source of captivating travel inspiration, offering authentic stories, practical advice, and diverse perspectives

to fuel wanderlust and create lasting vacation memories.

Travel Magazine will soon launch MyBucketList, a platform designed for travelers

to build and share their travel bucket lists with personalized suggestions, booking support, and local insights.

Our Free Ad-supported Streaming TV (FAST) channel, slated for launch in fall 2024.

Compass.TV will offer over 1,000 hours of travel

shows and long-form travel content at launch.

To draw users into the NextTrip ecosystem, the launch will be supported by travel influencers,

promoted to our 6 million-strong email list, and marketed to major streaming platforms like Roku and YouTube.

Compass.TV plans to

use artificial intelligence to personalize content, convert blogs and articles to video, and enable users to create custom videos.

This platform will allow users to create fully customized FAST channels featuring vacation opportunities that can be explored and

booked directly through the NextTrip booking engine.

PrometheanTV :

A unique influencer-led platform that drives advertising revenue and content-to-commerce.

We recently secured a perpetual license

with Promethean TV, Inc., the developer of the Ignite TV interactive video platform.

This technology will power Compass.TV and video

content on Travel Magazine/MyBucketList, allowing for targeted advertising via video overlays, enabling viewers to purchase travel

directly from their screens.

This integration is designed to enhance customer engagement, drive ad-supported revenue, and increase

travel transactions.

integrating the NextTrip booking platform across all our media platforms, we will enable users to research and book travel seamlessly

from any of our offerings.

Our ecosystem will encompass leisure travel, wellness travel, business travel, alternative lodging, and innovative

technology and media solutions.

We will engage with consumers throughout the entire travel planning journey, from initial research to

post-travel, offering robust product options and preferred rates in top global destinations.

We believe that NextTrip stands apart from

other travel companies, providing users with the tools to create personalized vacation packages and travel solutions, resulting in a

more rewarding experience than traditional pre-packaged offerings.

This ensures a thriving and growing ecosystem that drives both travel

transactions and targeted advertising revenue while supporting consumers on their travel journeys—truly a next-generation travel

Organizational

Monaker Group Business

travel business was the principal business of NextPlay NextPlay Technologies, Inc.

(“NextPlay”) (then, Monaker Group, Inc.

(“Monaker”)) until June 30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited

(“HotPlay”), resulting in HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay’s business becoming the

principal business of Monaker.

Prior to this share exchange, the primary focus of Monaker had been its travel business, which included

the sale of vacation rentals, and in particular, ALRs, to consumers through its proprietary booking engine.

To support its travel offerings,

Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations and planning

future vacations.

In January 2023, NextPlay spun the NextTrip business out to its founders to separate it from NextPlay’s primary

Transition and Technology Development

spread of the COVID-19 virus globally beginning in January 2020 severely impacted our business.

Beginning in March 2020, many U.S.

and foreign countries began issuing “stay-at-home” orders and closed their borders to interstate and international travel.

Such restrictions on travel, together with other measures implemented by governments around the world, severely restricted the level

of economic activity around the world and had an unprecedented effect on the global travel industry.

The public’s ability to travel

was severely curtailed through border closures, mandated travel restrictions and limited operations of hotels, airlines, and additional

voluntary or mandated closures of travel-related businesses from December 2019 through the beginning of 2022 (and beyond in some jurisdictions).

Measures implemented during the COVID-19 pandemic led to unprecedented levels of temporary and permanent business closures, cancellations

and limited new travel bookings, having a severe negative impact on our business, financial condition and results of operations.

to the significant decrease in demand for the travel related services provided by us during the peak of the COVID-19 pandemic, we shifted

our focus to developing and enhancing our program offerings.

For example, we began to develop our online media platform -TravelMagazine.com

allowing consumers to research future travel options as well as enhancing the functionality of our booking engines, including developing

a booking engine platform that allows customers to book packaged vacations and wellness programs along with the development of a platform

to arrange and manage business travel.

of Bookit.com Asset

NextTrip’s separation from NextPlay, our team focused on the continued technological development of its booking platform.

of this development, we acquired a travel platform in June 2022 to help power our proprietary NXT2.0 booking technology.

this technology powered the Bookit.com business, a well-established online leisure tour operator generating over $400 million in annual

sales as recently as 2019 (pre-pandemic).

As part of the acquisition of the assets of Bookit.com, we were not only able to acquire a

proven technology platform that could be integrated with our core travel sectors, but we were also able to secure the database with millions

of past travelers and opt-in consumers.

2022, and the acquisition of the Bookit.com business, we have been focused on the holistic development and integration of the NXT2.0

technology platform, which serves as a base for current and future technology projects as well as proprietary system enhancements.

integration includes re-engaging with and re-negotiating more than 250 contracts with hotel, airline, and cruise suppliers, and securing

unique product inventory of more than 3 million lodging, air and tour product suppliers at exceptional rates to over 2,100 destinations

in 200+ countries worldwide.

this strategic offering, we will focus on key areas of opportunity in the travel sector and drive enhanced booking conversion rates.

Our proprietary technology, when combined with media, product offerings and customer service, provides a unique lane to serve mid-to

luxury travelers.

by Sigma Additive Solutions, Inc.;

December 2023, Sigma Additive Solutions, Inc.

(“Sigma”) acquired 100% of the outstanding equity interests in NextTrip,

which resulted in NextTrip becoming a wholly-owned subsidiary of a public company and the principal business of the Company moving

To align the new business with NextTrip’s travel-focused business model, the Company recently changed its name to

“NextTrip, Inc.”

of Promethean FAST TV Exclusive License

recently entered into a perpetual license agreement with Promethean TV, Inc.

(“Promethean”), the owner and developer of the

Ignite TV interactive video platform used for driving engagement and commerce.

This license will form the basis for our Free Ad-supported

streaming TV (FAST) channel – Compasss.TV allowing for targeted advertising via video overlays, allowing the viewer to purchase

travel from their screen.

This integrated technology is intended to boost engagement with customers driving ad-supported revenue and

travel transactions.

Fully Integrated Travel Booking Platform

have established a direct-to-consumer presence though a number of websites, powered by the NXT2.0 booking platform.

Today, the primary

leisure platform is hosted on nexttrip.com and the media platform is hosted on travelmagazine.com.

sells travel services to leisure and corporate customers across these websites.

Our primary focus is our current offerings of scheduling,

pricing and availability information for booking reservations for airlines, hotels, rental cars, as well as other travel products such

as transfers, sightseeing tours, shows and event tickets.

NextTrip sells these travel services both individually and as components of

dynamically assembled packaged travel vacations and trips.

In addition, we provide content that presents travelers with information about

travel destinations, maps and other travel details.

online travel publication, travelmagazine.com, provides travelers around the world with inspiration for future vacation destinations

The publication offers written articles, videos, and podcasts.

The website is expected to be supported by advertising and

allow for research and booking of vacation products.

Products and Services

are building an ecosystem with technology and product offerings that will include leisure travel, wellness travel, business travel, alternative

lodging, technology and media solutions.

We engage with consumers and distributors throughout the travel planning journey from initial

research through post-travel.

Through direct relationships, we have established robust product offerings and preferred rates across the

top destinations world-wide.

Our primary product offerings are as follows:

Travel brings travel solutions and a proprietary booking engine that allows customers to book customized travel, including vacation

packages, airline tickets, hotel reservations, tours and activities, curated journeys, wellness, business and group travel.

Additionally,

our sales to U.

government agencies are driven by pricing based on costs incurred to produce products or perform services.

government contracts generally are subject to Federal Acquisition Regulations (“FAR”), agency-specific regulations that

implement or supplement FAR, such as the se Defense Federal Acquisition Regulations and other applicable laws and regulations.

regulations impose a broad range of requirements, many of which are unique to government contracting, including various procurement,

import and export, security, contract pricing and cost, contract termination and adjustment, and audit requirements.

Our failure to

comply with these regulations and requirements could result in reductions of the value of contracts, contract modifications or

termination, and the assessment of penalties and fines and could lead to temporary or permanent suspension or debarment from

government contracting or subcontracting.

In addition, government contractors are subject to routine

audits and investigations by U.S.

government agencies such as the Defense Contract Audit Agency (“DCAA”).

These agencies

review a contractor’s performance, cost structure, and compliance with applicable laws, regulations, and standards.

also reviews the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the

contractor’s purchasing, property, estimating, compensation, and information systems.

of March 29, 2023, we have several active contracts with government agencies, and, funding permitting, we plan to seek to increase

government contracting in the future.

of December 31, 2022, we had 25 full-time employees.

We continue to balance a search for additional, qualified personnel to support our targeted growth in the area

of IPQA® for AM, while ensuring that our operations are aligned towards our software focus

and corresponding cost structure.

We believe that our future success will depend, in part, upon our ability to attract and retain

highly skilled employees and management and technical personnel.

Employee engagement is important to us, and we strive to continuously

enhance our corporate culture and further the growth and development of our employees.

All employees are responsible for upholding the Sigma Code of Ethics and

Business Conduct, which is important in delivering on our strategy.

We maintain a compliance hotline for the confidential reporting of

any suspected policy violations or unethical business conduct on the part of our businesses, employees, officers, directors, suppliers,

or customers.

strive to provide competitive compensation and benefits to our employees.

Our benefit programs include bonuses, stock-based

compensation awards, a 401(k) plan with employer matching, healthcare and insurance benefits, flexible paid time off and other employee

assistance programs.

health and wellness of our employees is important to our success.

We continue to follow guidance from health officials, and while

COVID-19 restrictions have been relaxed in the U.S.

and Europe, we have maintained a number of health-related measures including, but not limited to, a flexible work-from-home

continue to be isolated COVID-19 outbreaks in certain regions of the world, but these outbreaks have not had a significant impact on

our operations.

The extent to which the COVID-19 epidemic may impact our business, operations, financial condition, liquidity

and results of operations in 2023 and beyond remains uncertain and unpredictable.

- Ukraine Conflict

February 2022, Russian forces invaded Ukraine.

In response, the U.S., the European Union (“EU”), and several other

countries imposed economic and trade sanctions and other restrictions (collectively, “global sanctions”) targeting

Russia and Belarus.

Russia then imposed retaliatory economic measures against the U.S., the EU, and several other countries.

no sales to Russia or Ukraine, nor do we have any assets, employees or third-party contractors in Russia or Ukraine.

The duration of

the conflict and further sanctions could have further impact on the global economy, financial markets and inflation.

uncertainty around the duration or outcome of the conflict, we cannot predict its effect on our business.

were incorporated as Messidor Limited in Nevada on December 23, 1985 and changed our name to Framewaves Inc.

27, 2010, we changed our name to Sigma Labs, Inc., and on August 9, 2022, we changed our name to Sigma Additive

Solutions, Inc.

we are developing a travel agent portal to drive bookings and travel agent brand loyalty across the leisure space.

Solutions offers technology solutions for product and inventory management as well as white label offerings including NextTrip products

under their brand, and technology solutions.

Media includes Travel Magazine and the Compass.TV experience, which is currently in development.

These digital solutions engage consumers

at the initial phases of travel planning, offering relevant content, destination information and immersive online experiences as

well as solutions for travel suppliers.

This ecosystem, once fully developed, is expected to allow users to create their own fully

customized FAST channel featuring vacation journey opportunities that customers can explore prior to booking the actual vacation.

and Services for Travelers

Tools and Ability to Compare .

Our online marketplace nexttrip.com provides travelers with the tools to search for and filter several

travel products including air, accommodations, activities, and transportation based on various criteria, such as destination, travel

dates, type of property, number of travelers, amenities, price, or keywords.

Travelers are able to create accounts on our website(s) that give them access to their booking activity through the website.

Members will also have access to special rates and discounts on the NextTrip product.

Travel guides, videos and pictures as well as travel articles can be accessed through travelmagazine.com.

We use a combination of technology and human review to evaluate the content of listings and to screen for inaccuracies or fraud with

the goal of providing only accurate and trustworthy information to travelers.

NextTrip is Payment Card Industry compliant to ensure the

safety and security of its customer credit card data.

Communication.

Travelers who create an account on our websites will receive regular communications, including notices about places of interest,

special offers, new listings, and an email newsletter.

The newsletter will be available to any traveler who agrees to receive it and

offers introductions to new destinations and properties, as well as tips and useful information when traveling.

the COVID-19 pandemic arose, we have primarily focused on developing our booking engine and establishing relationships with suppliers

to increase the size of our instantly bookable inventory.

The booking engine has produced little revenue to date because of, among other

reasons, the efforts that have been taken to integrate the NextTrip travel platforms with the Bookit.com technology since its acquisition

in the summer of 2022.

The new platform was launched in beta in May 2023 with a limited number of hotel properties in Mexico and the

We have expanded our distribution since launch to include over one million hotel properties worldwide and have completed a

full launch of the leisure travel website in May 2024.

Revenue Drivers

fully integrated travel booking platform serves as the foundation of our revenue-generating business.

The platform contains a robust

booking engine with merchandising capabilities that drive increased conversions and higher per revenue transactions.

We plan to leverage

the bookit.com foundational travel database consisting of 6 million customers to further drive revenues.

Those revenues consist primarily

of commissions and bookings but are expanding to include affiliate commerce, advertising and sponsored content (via Compass.TV and Travel

addition, as the booking platform expands, it establishes an opportunity for product expansion and revenue from technology licensing,

including white-labeling key technology.

A monthly software-as-a-service (SaaS) model is being established around key technology developments

and innovative platforms, including turn-key booking solutions, product management and targeted audience offerings.

Future Research & Development Driving Growth

we expand the reach of our booking platforms, including to different underserved areas of the travel industry, we plan to focus on future

technologies to drive growth by investing in research and development.

Free Ad-Supported Streaming TV (FAST) gains momentum globally, we are in the process of developing Compass.TV, with a targeted launch

in the fall of 2024.

Our innovative travel channel is being developed in conjunction with our perpetual license with Promethean discussed

With over 200 hours of relevant travel content secured, Compass.TV intends to utilize artificial intelligence (AI) to personalize

content, convert blogs and articles to video, and empower users to create custom travel channels.

Integration with the NextTrip Concierge

desk will enable seamless booking and assistance.

recognizes the pivotal role of video in promoting travel sales and engagement, hence our focus on incorporating video across platforms.

To maximize effectiveness, NextTrip has entered into the license with Promethean enabling targeted advertising and transactional capabilities

without interrupting content.

The Company has also established strategic partnerships for content, distribution and technology with key

players in the FAST space.

This will enhance and accelerate the growth of our user base and enhance the opportunity for revenue generation

from the platform.

are transforming our Travel Magazine website into a social media platform catering to all things travel.

The site was re-launched mid-2024,

and features enhanced media capabilities and targeted advertising using the Promethean solution.

A private consumer section called “MyBucketList,”

is targeted for release in the fall of 2024 and will feature connectivity to booking engines, AI travel planner assist and AI-driven

content creation.

My Bucket List, NextTrip is building a technology solution catered to travelers to build and share their own travel bucket list with

personalized suggestions, booking support and local insights.

and Infrastructure

websites are hosted using cloud services distributed globally across multiple regions.

Our systems architecture has been designed to

manage increases in traffic through additional computing power without making software changes.

Our cloud services provide our online

marketplace with scalable and redundant Internet connectivity and redundant power and cooling to our hosting environments.

We use security

methods to ensure the integrity of our networks and protection of confidential data collected and stored on our servers, and we have

developed and use internal policies and procedures to protect the personal information of travel suppliers and customers

using our websites that we collect and use as part of our normal operations.

Access to our networks, and the servers and databases, on

which confidential data is stored, is protected by industry standard firewall and encryption technology.

Physical access to our servers

and related equipment is secured by limiting access to the data center to operations personnel only.

travel market is highly competitive and rapidly evolving.

The markets are dominated by a few key distributors, which has caused

suppliers to look for viable alternatives that would diversify their business mix.

competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers,

including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel

products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications, social

media websites, as well as traditional consumer eCommerce and group buying websites.

These companies include Expedia, Booking.com, TripAdvisor,

Sabre Corp., and TravelZoo.

In some cases, competitors are offering more favorable terms and improved interfaces to suppliers and travelers,

which make competition increasingly difficult.

We also face competition for customer traffic on internet search engines and metasearch

websites, which impacts our customer acquisition and marketing costs.

experience seasonal fluctuations in the demand for our travel products and services.

For example, traditional leisure travel bookings

are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel.

number of bookings typically decreases in the fourth quarter.

Because revenue for most of our travel products is recognized when the

travel takes place rather than when it is booked, revenue typically lags bookings by several weeks to several months.

As a result, although

travel bookings through NextTrip’s platforms tend to be highest from the period from January to June, moderate from July through

September and low from October through December, the majority of revenue is recognized in the summer months (June, July, and August),

and during the winter holidays (November and December).

intellectual property includes the content of our websites, registered domain names, registered and unregistered trademarks, business

plan, business strategies and trade secrets, proprietary and acquired software platforms and related assets, licensed software platforms,

and customer and third-party supplier lists.

We believe that our intellectual property is an essential asset of our business and that

our registered domain names and our technology infrastructure will give us a competitive advantage in the online market and arrangements

with attractions and tour operators.

We rely on a combination of trademark, copyright and trade secret laws in the United States, as

well as contractual provisions, to protect our proprietary technology and our brands.

We also rely on copyright laws to protect the appearance

and design of our sites and applications.

We have registered numerous Internet domain names related to our business in order to protect

our proprietary interests.

ability to provide our services and any future services is affected by legal regulations of governments and regulatory authorities around

the world, many of which are evolving and subject to revised interpretations.

Violations of any laws or regulations could result in fines,

penalties, and criminal sanctions against us, our officers or employees, and prohibitions on how or where we conduct our business, which

could damage our reputation, brands, global expansion efforts, ability to attract and retain employees and business partners, business,

and operating results.

Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these

laws and regulations by the parties with which we conduct business runs the risk of harming our reputation and our brands.

that impact our business or our industry include:

Data Protection and Privacy :

We have policies and a global governance framework to comply with privacy laws that apply to our

business, meet evolving stakeholder expectations, and support business innovation and growth.

In the European Union, the General Data

Protection Regulation (the “GDPR”) imposes significant compliance obligations and costs.

In the United States, the California

Consumer Privacy Act (the “CCPA”) and the California Privacy Rights Act (“CPRA”) impose privacy requirements

and rights for consumers in California that will result in additional compliance complexity, risks, and costs.

jurisdictions globally have adopted or may adopt similar data protection regulations.

Some data protection and privacy laws afford consumers

a private right of action against companies like ours for certain statutory violations.

Regulation of the Travel Industry :

Our business is impacted by travel-related regulations such as local regulation of the use

of alternative accommodations.

Local jurisdictions around the world have instituted a variety of measures to address the issues of “overtourism”

and the impact of tourism on the climate.

As our business evolves, we expect to become subject to existing and new regulations.

some parts of our business are already subject to certain requirements of the US Department of Transportation (DOT),

and as our offerings continue to diversify and expand, we may become subject to additional requirements of regulatory agencies across the world.

As we expand our payments services to consumers and business partners, we are subject to additional regulations, such

as financial services regulations and license requirements, which has resulted in increased compliance costs and complexities, including

those associated with the implementation of new or advanced internal controls.

We are also subject to payment card association rules

and obligations under our contracts with payment card processors, including the Payment Card Industry Data Security Standard, compliance

with which is complex and costly.

principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507.

The lease has a 6-month term which ends

on December 31, 2024.

The landlord can terminate the lease upon 30 days written notice and NextTrip can terminate the lease upon 45

days written notice.

Capital Resources

of August 31, 2024, we had 14 full-time employees and 13 independent contractors, We use independent contractors and temporary personnel

to supplement our workforce, particularly in the software development and technology tasks.

Our employees are not represented by a labor

union, and we consider our employee relations to be very good.

Competition for qualified personnel in its industry has historically been

intense, particularly for software engineers, developers, and other technical staff.

Our human capital resources objectives include,

as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.

provide competitive compensation and benefits to our employees.

Our benefit programs include bonuses, stock-based compensation awards,

a 401(k) plan with employer matching, healthcare and insurance benefits, flexible paid time off and other employee assistance programs.

principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through

the granting of stock-based compensation awards and cash-based performance bonus awards.

employees are responsible for upholding the NextTrip Code of Ethics and Business Conduct, which is important in delivering on our strategy.

We maintain a compliance hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the

part of our businesses, employees, officers, directors, suppliers, or customers.

Global Conflicts

Current conflicts throughout the world, including

the Russia-Ukraine war and the Israel-Hamas war, could further impact the global economy, financial markets, and inflation.

uncertainty around the duration or outcome of the conflicts, we cannot predict the effect on our business.

We have no sales to Russia, Ukraine, or Israel, nor

do we have any assets, employees or third-party contractors in those countries.

Sigma was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc.

On September 27,

2010, the name was changed to Sigma Labs, Inc.

On May 17, 2022, Sigma Labs, Inc.

began doing business as Sigma Additive Solutions, and on August 9,

2022, changed its name to Sigma Additive Solutions, Inc.

On March 13, 2024, we changed our name to NextTrip, Inc.

principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our current telephone number at that address

is (954) 526-9688.

Our website address is www.sigmaadditive.com.

The Company’s annual reports, quarterly reports, current reports

on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934,

Our website address is www.nexttrip.com.

The Company’s annual reports, quarterly reports, current reports on

Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), and other information related to the Company, are available, free of charge, on that website

2 unchanged sentences

contained therein, or connected thereto, are not and are not intended to be incorporated into this Report.

On March 20, 2023, we announced the expansion of our collaboration with

Materialise, a global leader in 3D printing software and service solutions, to provide additive manufacturing (AM) users automated quality

control by integrating the PrintRite3D® quality assurance solution into the new software solution Materialise Process Control.

multiple complementary data sources and analytic methods allows businesses to make faster, data-driven decisions, improving operational

efficiency and driving revenue growth.

Materialise Process Control allows manufacturers to analyze and correlate layer data from the 3D

printing process.

Sigma and Materialise collaborated to integrate PrintRite3D® into Process Control and to make it available in CO-AM,

Materialise’s end-to-end software platform for 3D printing.

Sigma’s PrintRite3D® suite provides in-process data, including

thermal data from the melt pool, yielding layer data that can enable users to find the root cause of defects faster.

March 6, 2023, we announced that we will partner with DyeMansion, the global leader in connected and integrated post-processing solutions

for industrial polymer 3D-printing, to add an integrated hardware/software solution option that offers extra quality assurance for DyeMansion’s

post-processing solutions:

DM60, Powershot Performance and Powerfuse S.

DyeMansion’s comprehensive solution, the Print-to-Product

workflow and all components are applicable for Industry 4.0 and can be integrated seamlessly into various production processes.

The real-time

monitoring and data analytics from Sigma’s Machine Health module will complement DyeMansion’s systems by offering reduced

cost per part, unmatched quality, and high sustainability.

March 1, 2023, we announced that we had retained Lake Street Capital Markets as the Company’s financial advisor in connection

with our consideration of a range of strategic alternatives designed to enhance shareholder value, including a possible strategic investment,

acquisition, merger, business combination, or similar transaction.

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-K

Item 1. Business