NextTrip, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 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 March 12, 2026 Marc Bern Consulting services 7,500 $ 2.95 $ 22,125 March 14, 2026 ConsortiaX Sales commission override 4,640 $ 2.50 $ 11,600 May 1, 2026 Pillow Hog Ventures, Inc. IR consulting services 25,000 $ 2.75 $ 68,750 May 6, 2026 Steve Kazas Private Placement 36,400 $ 2.75 $ 100,100 May 8, 2026 KCGM Asia LLC Private Placement 18,182 $ 2.75 $ 50,000 May 13, 2026 Balencic Consulting IR consulting services 35,000 $ 2.51 $ 87,850 Total 126,722 $ 340,425 Series A and Series B Convertible Preferred Stock Date Purchaser Consideration Shares Price Value March 12, 2026 Marc Bern Cash - Series A preferred, with Investment Warrants 33,333 $ 3.00 $ 100,000 April 15, 2026 KCGM Asia LLC Cash - Series A preferred, with Investment Warrants 16,667 $ 3.00 $ 50,000 May 6, 2026 Helena Global Investment Opportunities 1 Ltd. Cash - Series B preferred, with Investment Warrants 408,421 $ 2.755 $ 1,125,200 Total 458,421 $ 1,275,200 60 Investment Warrants Date Grantee Units Strike Expiration Consideration March 12, 2026 Marc Bern 33,333 $ 3.00 Sep 12, 2029 Cash - Series A Preferred April 15, 2026 KCGM Asia LLC 8,333 $ 3.00 Oct 15, 2029 Cash - Series A Preferred May 6, 2026 Helena Global Investment Opportunities 1 Ltd. 100,000 $ 2.755 May 6, 2031 Cash – Series B Preferred May 6, 2026 Steve Kazas 18,200 $ 3.00 May 6, 2029 Cash – Common Shares May 8, 2026 KCGM Asia LLC 9,091 $ 3.00 May 8, 2029 Cash – Common Shares Total 168,957 Placement Agent Warrants Date Grantee Units Strike Expiration Consideration May 6, 2026 Craft Capital Management LLC designees 29,473 $ 2.755 May 6, 2031 Placement agent - Helena Financing (1) Stock Option Date Grantee Options Strike Expiration Consideration May 7, 2026 Next Media Management, Inc. 200,000 $ 2.64 May 7, 2029 Consulting services for JOURNY.tv (1) The warrants issued on December 23, 2025 were issued to Craft Capital Management LLC designees, as placement agent, as partial compensation for placement agent services rendered in connection with the Company’s Mayr 2026 private placement of securities to Helena Global Investment Opportunities 1 Ltd. (which financing was previously reported on a Current Report on Form 8-K). The Company also paid Craft Capital Management LLC. 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 (1) above, no underwriting discounts or commissions were paid by the Company in connection with these issuances. 61 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.