NextTrip, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock trades on the Nasdaq Capital Market under the symbol “NTRP.” Shareholders As of May 28, 2026, there were approximately 629 holders of record of our common stock based on information provided by our transfer agent. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers, and other financial institutions. Dividends We have not paid any dividends on our common stock to date and do not anticipate that we will pay dividends in the foreseeable future. Any payment of cash dividends on our common stock in the future will be dependent upon the amount of funds legally available, our earnings, if any, our financial condition, restrictive covenants under outstanding preferred stock, our anticipated capital requirements, and other factors that our Board of Directors deem relevant. We have paid dividends on certain series of our preferred stock pursuant to the respective Certificates of Designation of such series of preferred stock and may do so in the future pursuant to future financing agreements, if any. The Holders of our currently outstanding Series B Preferred Stock are entitled to a 12% dividend, payable in cash upon redemption or added to the Stated Value upon conversion. Repurchases We did not purchase any shares of our common stock during the three months ended February 28, 2026. Recent Sales of Unregistered Securities The following unregistered securities were issued by the Company during the three months ended February 28, 2026 and have not previously been reported on a Current Report on Form 8-K. Common Stock Date Recipient Consideration Shares Price Value Dec 1, 2025 Don Monaco Series L Preferred dividend (in-kind) 10,623 $ 3.86 $ 41,004 Dec 1, 2025 Bill Kerby Series L Preferred dividend (in-kind) 4,721 $ 3.86 $ 18,223 Dec 1, 2025 Marc Bern Series M Preferred dividend (in-kind) 1,900 $ 3.86 $ 7,334 Dec 1, 2025 Simon Orange Consulting services 125,000 $ 3.858 $ 482,250 Dec 19, 2025 Procopio, Cory, Hargreaves & Savitch LLP Settlement of legal invoices 33,000 $ 3.88 $ 128,040 Jan 2, 2026 New Orleans Private Wealth Management Consulting services 40,000 $ 3.39 $ 135,600 Jan 9, 2026 ConsortiaX Sales commission override 2,047 $ 3.41 $ 6,980 Jan 15, 2026 Kerry Kennedy IR consulting services 7,500 $ 2.87 $ 21,525 Jan 29, 2026 Playbook Investors Network Minority equity investment by Company 20,000 $ 3.10 $ 62,000 Feb 2, 2026 Pillow Hog Ventures IR consulting services 25,000 $ 3.10 $ 77,500 Feb 6, 2026 Alumni Capital Fee re: S-1 withdrawal 10,000 $ 3.01 $ 30,100 Feb 19, 2026 Hilton Advisory Group Consulting services 25,000 $ 3.01 $ 75,250 Feb 28, 2026 Christopher LaCoursiere Cancellation in exchange for option grant (1) (45,000 ) $ 3.86 $ (173,700 ) Total 259,791 $ 912,107 30 Series A Convertible Preferred Stock Date Purchaser Consideration Shares Price Value Dec 19, 2025 J Boddaert Management, Inc. Cash - Series A units, with Investment Warrants 50,000 $ 3.00 $ 150,000 Dec 19, 2025 Meadows Sport Horses Ltd. Cash - Series A units, with Investment Warrants 50,000 $ 3.00 $ 150,000 Total 100,000 $ 300,000 Investment Warrants Date Grantee Units Strike Expiration Consideration Dec 19, 2025 J Boddaert Management, Inc. 25,000 $ 3.00 Jun 19, 2029 Cash - Series A units Dec 19, 2025 Meadows Sport Horses Ltd. 25,000 $ 3.00 Jun 19, 2029 Cash - Series A units Feb 10, 2026 KC Global Media Asia LLC 20,000 $ 3.00 Feb 10, 2029 Prior warrant amendment (2) Feb 10, 2026 Charcoal Investments Ltd. 200,000 $ 3.00 Feb 10, 2029 Prior warrant amendment (2) Feb 10, 2026 Denis Suggs 35,000 $ 3.00 Feb 10, 2029 Prior warrant amendment (2) Total 305,000 Placement Agent Warrants Date Grantee Units Strike Expiration Consideration Dec 23, 2025 Ladenburg Thalmann & Co. Inc. and its designees 60,000 $ 4.65 Jun 23, 2031 Placement agent svcs - Armistice Financing (3) Jan 22, 2026 PartnerCap Securities, LLC 2,000 $ 3.00 Nov 12, 2030 Placement agent svcs (separate transaction) Total 62,000 Stock Option Date Grantee Options Strike Expiration Consideration Feb 28, 2026 Christopher LaCoursiere 108,575 $ 2.87 Feb 28, 2029 Exchange for 45,000-share cancellation (1) 31 Notes (1) The 45,000-share cancellation on February 28, 2026 was made in exchange for the contemporaneous grant to Mr. LaCoursiere of the non-qualified stock option to purchase 108,575 shares shown under “Stock Option” above. (2) The Investment Warrants issued on February 10, 2026 were issued without cash consideration as compensation for the holders’ agreement to amend the terms of certain previously outstanding warrants (extending the exercise date by six months and increasing the exercise price thereof) to avoid aggregation under applicable Nasdaq listing rules. (3) The warrants issued on December 23, 2025 were issued to Ladenburg Thalmann & Co. Inc., as placement agent, and to certain of its designees, as partial compensation for placement agent services rendered in connection with the Company’s December 2025 private placement of securities to Armistice Capital Master Fund Ltd. (which financing was previously reported on a Current Report on Form 8-K). The Company also paid Ladenburg Thalmann & Co. Inc. a cash placement agent fee equal to 8% of the gross proceeds of that financing. 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, except that the stock option granted under the Company’s 2023 Equity Incentive Plan was issued in reliance upon Rule 701 thereunder. 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. Other than the cash placement agent fee described in note (3) above, no underwriting discounts or commissions were paid by the Company in connection with these issuances. ITEM 6. [RESERVED]