Item 5. Other Information
ITEM
5. OTHER INFORMATION.
Rule
10b5-1 Trading Plans
During
the three months ended May 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*
Certificate of Designation of Series A Convertible Preferred Stock.
3.2
Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026, and incorporated herein by reference).
4.1*
Warrant between the Company and KC Global Media LLC, dated April 15, 2026.
4.2
Form of Warrant between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 8, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
4.3*
Warrant between the Company and KC Global Media LLC, dated May 8, 2026.
10.1
Unsecured Short-Term Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated March 26, 2026 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 29, 2026, and incorporated herein by reference).
10.2*
Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated April 15, 2026.
10.3
Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
10.4*
Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated May 8, 2026.
10.5
Form of Pledge Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
10.6*
Amendment 8 to the March 26, 2026 Unsecured Short-Term Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated June 30, 2026.
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.
62
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.
July
15, 2026
By:
/s/
William Kerby
William
Kerby
Chief
Executive Officer (Principal Executive Officer)
July
15, 2026
By:
/s/
Frank Orzechowski
Frank
Orzechowski
Chief
Financial Officer and Treasurer (Principal Financial and Accounting Officer)
63