Item 1. Business
ITEM
1. BUSINESS.
Overview
NextTrip,
Inc. (the “Company,” “NextTrip,” “we,” “us” and “our”) is an early-stage,
technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure, group and business
travelers to the world. Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers extensive inventory,
supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip planning and booking.
We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure travel), Five Star
Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate our platform through
specialty features, including specialized widgets for groups (the “Groups Platform”) and travel agents (the “Travel
Agent Platform”) and PayDlay, a delayed payment booking option. Complementing our booking engine are our media properties, including
Journy.tv, Compass.tv and Travel Magazine, which provide destination content that we believe will drive high-intention traffic into our
booking funnel and, over time, constitute a separate high-margin advertising revenue stream.
Because
we are at an early stage of commercial development and have only nominal revenues to date, our ability to implement our business plan
depends on our ability to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing
and future product development. There can be no assurance that we will be able to do so.
By
integrating our media properties with our travel booking platform, our ambition is to build a next-generation travel solution for consumers,
allowing them to better research and explore desired travel destinations. To accomplish this, we will be using content from ours and
others’ media platforms featuring travel videos, blogs and articles along with access to curated travel products from our strategic
partnerships, all supported by our technology and call center agents. Upon full integration of our travel and media platforms, we believe
our offers will both inspire and empower consumers to make informed choices when booking. This contrasts with the existing online travel
agency (“OTA”) model that focuses on volume bookings with little to no service support.
NXT2.0
– Our Integrated Travel Booking Platform
At
the core of our business is our proprietary, direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and
developed through a series of acquisitions of a variety of media and travel assets. NXT2.0 powers several websites, including our main
leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel
booking solutions for our media hubs, Journy.tv, travelmagazine.com and Compass.tv. We serve both leisure and business travelers by offering
them access to travel blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary booking platform
for the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products. Our content includes destination
guides, maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.
Development
of the Platform
Prior
to the COVID-19 pandemic, NextTrip (then known as Monaker Group) ran its travel business, which included the sale of vacation rentals,
and in particular, alternative lodging rentals (“ALRs”), to consumers through its proprietary booking engine (NXT1.0). In
June 2022, NextTrip acquired the Bookit.com booking engine with a plan to integrate Bookit.com’s technology into NextTrip’s
existing booking platform to create NXT2.0. The acquisition of the Bookit.com asset included the Bookit.com booking engine, customer
lists, all content associated with hotel and destination product in the booking engine, including pictures, hotel descriptions, restaurant
descriptions, room descriptions, amenity descriptions, destination information, and source code related thereto, as well as all contracts
and agreements of Bookit.com. Previously, the acquired technology powered the Bookit.com business, a well-established online leisure
travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). As part of the acquisition of the assets
of Bookit.com, NextTrip was not only able to acquire a proven technology platform that could be integrated with its core travel sectors,
but it was also able to secure the Bookit.com database with millions of past travelers and opt-in consumers. The combination of technology
and infrastructure, travel contracts and property details and traveler data helped drastically accelerate NextTrip’s potential
capabilities.
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Since
2022, we have been focused on the integration of Bookit.com into the NXT2.0 technology platform, which serves as a base for current and
future technology projects as well as proprietary system enhancements, as well as the development of additional specialized features
and core brands. One of the key areas of focus related to integrating application programming interfaces (“APIs”) into the
NXT2.0 technology platform. This process involves first identifying travel providers, negotiating relevant contracts, obtaining API keys
and agreeing to terms of use. NextTrip developers then write code to connect the APIs into the NXT2.0 platform, map and normalize the
relevant data and then complete the front-end user interface integration. As part of the acquisition of the Bookit.com assets, NextTrip
was afforded access to approximately 250 third-party travel suppliers with previously developed APIs that gave Bookit.com access to these
significant travel products. Although the relevant contracts were terminated when Bookit.com was closed during the COVID-19 pandemic,
NextTrip acquired all the data, tools and APIs to re-approach such travel providers for a seamless re-launch of previously existing product
offerings, which helped to accelerate NextTrip’s entry into a wide range of markets.
We
launched our platform in May 2023 with limited listings. Since then, we have scaled by adding strategic product suppliers resulting in
over four million hotel properties, vacation rental homes and cruise products, giving NextTrip a comprehensive global leisure travel
inventory base.
Travel
Products and Services
As
with many OTAs or booking engines in the travel industry, a travel booking platform is the technological foundation of the business.
The key to operating and scaling the NXT2.0 booking engine is to add inventory and products to the platform to generate sales and revenues
to NextTrip. Inventory and product offerings are not all created equal and consist chiefly of (1) direct contracts, which are negotiated
directly with the travel provider and generally generate higher gross margins to the platform, and (2) third-party API content, which
is lower margin but can drastically broaden inventory and support the integration of specialty products and features which leads to cross-selling
and additional revenue to the Company.
Our
Direct Contract Strategy
Our
initial focus was to negotiate direct connectivity and fixed base pricing contracts with hotels and travel suppliers and to integrate
the products into the NXT2.0 booking engine. This allowed us to set our own pricing and control our margins for the leisure and vacation
travel products. This flexibility affords us the opportunity to run specials on travel offerings that are highly competitive but will
require additional funding to support comprehensive marketing and awareness campaigns to attract new customers. Until this happens, we
are working to target customers with low dollar marketing campaigns in the leisure travel space, as well as pursuing strategic partnerships
and specialized travel offerings (e.g. Groups Platform), while maintaining competitiveness within our marketplace through adjustment
of pricing.
On
April 3, 2025, we announced once such direct partnership with Intimate Hotels of Barbados (“IHB”), a collection of over 35
independent hotels and vacation rentals. NextTrip will serve as the official booking engine for IHB, providing a fully integrated travel
portal and customized packaging tools directly on the IHB website.
Our
Inventory Expansion and API Strategy
To
supplement the supply of higher margin direct inventory and to allow us to grow our specialized features, including business as well
as our Groups and Travel Agent platforms, we first started tapping into previously existing Bookit.com inventory and negotiated contracts
for travel products that can be imported to our NXT2.0 booking engine via API links over the last 12 to 15 months. This inventory can
come in many forms with differing pricing models. Major suppliers include Expedia (accessing their worldwide hotel product), Nuitée
(accessing both Hotel and Vacation Rental Homes), Global Distribution Systems (for access to luxury hotels and activities), and Signature
Vacations (via Five Star Alliance for access to all major cruise lines). These established suppliers provide us with significant additional
content and product in our booking engine. Although such products are not unique to NextTrip, we believe we have achieved the necessary
depth and breadth of travel market inventory (i.e. over four million hotels and vacation rental homes worldwide as well as cruise and
vacation activities products) through these major suppliers to better utilize our specialty features and develop a foundation upon which
to further obtain and launch higher-margin direct inventory.
The
foundation of our inventory strategy began via the Bookit.com acquisition and access to Expedia’s worldwide hotel product and related
APIs. We continued that strategy recently with the announcement of a strategic partnership with Nuitée, a premier global hotel
API provider. Through this collaboration, we are strategically integrating Nuitée’s extensive lodging portfolio, featuring
up to 1.5 million properties, into our travel booking platform.
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We
further expanded our product offerings in the luxury travel and cruise industries with our recent acquisition of Five Star Alliance.
Founded in 2004, Five Star Alliance is a premier luxury travel agency known for its curated collection of over 5,000 five-star hotels
and resorts worldwide. Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine
and established relationships with premium travel providers, resulting in an industry coveted 4.9-star Trustpilot rating. These combined
offers have resulted in monthly site visits from over 400,000 viewers and are expected to align seamlessly with NextTrip’s technology-driven
approach. See “ Recent Developments – Acquisition of Five Star Alliance ” for more details on the transaction.
Core
Product Offerings
NextTrip’s
offerings include a mixture of direct contracts and third-party API content which span leisure and business travel, alternative lodging,
wellness travel, and media solutions, engaging customers throughout their travel journey with both individual and packaged options. One
of the key pillars of the NextTrip ecosystem is NextTrip Vacations, which is our core platform, powered by NXT2.0, delivering seamless
booking and customizable travel options across airlines, hotels, cruise, ground activities, and more. NextTrip has enhanced its offerings
to include luxury travel products and services with the acquisition of Five Star Alliance, providing travelers with curated packages
and detailed trip planning information through an intuitive booking system and/or its concierge help desk. Such additional product offering
highlights include:
●
NextTrip
Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, cruise
and group travel options.
●
NextTrip
Luxury & Business – Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide featuring booking,
expense reporting, concierge services, and 24/7 support.
●
NextTrip
Cruises – a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. Travelers
benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert
travel support.
●
NextTrip
Solutions – A suite for product management and white-label solutions, including property management, vacation rentals,
and a portal to support travel agents – the Travel Agent Platform.
●
NextTrip
Media – Travel Magazine, Journy.tv and Compass.tv offering travelers inspiration and information through articles, videos,
and immersive digital experiences. This will include personalized travel content for users to explore and share with friends and
family.
NXT2.0
Platform Features
Existing
Features
Our
marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises and activities. Additionally, we
allow travelers to defer payments on select vacation packages with our proprietary PayDlay program. PayDlay allows travelers to purchase
travel with a small deposit and make subsequent payments between purchase and the week before travel. Registered NextTrip travelers can
manage bookings, receive updates on special offers, and subscribe to newsletters with travel tips and destination highlights. Security
is a priority, with rigorous content screening and Payment Card Industry compliance to safeguard customer information.
NXT2.0
equips travelers with a seamlessly integrated planning and booking ecosystem that begins with inspiration and ends well after the trip
is complete. Within a personalized profile, users can explore a curated library of videos and editorial content tailored to their interests,
earmark preferred destinations and activities for future reference, and lean on a dedicated concierge team for travel planning support.
When it comes time to confirm arrangements, travelers may transact digitally through the platform’s intuitive booking engine or
speak directly with a call-center specialist, all while enjoying the flexibility of proprietary payment tools such as PayDlay, which
allows for manageable installments without compromising travel dates or inventory.
Beyond
the individual traveler, NXT2.0 delivers distinct competitive advantages through exclusive supplier partnerships that unlock preferential
rates and targeted promotions. Its robust technology stack seamlessly supports group bookings for both corporate and leisure itineraries
and offers a specialized interface for professional travel agents via the Travel Agent Platform, ensuring efficient management of complex,
multi-passenger reservations. Comprehensive customer support persists from the moment of inquiry through the post-travel experience,
demonstrating NXT2.0’s commitment to end-to-end service excellence and sustained traveler satisfaction.
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The
Travel Agent Platform has reached the minimum viable product stage of development by capitalizing on the former technology and relationships
from NextTrip’s Bookit.com booking engine acquisition as well as attracting significant new travel supplier partnerships through
Five Star Alliance. These combined purchases have given NextTrip the needed product breadth to be able to launch a competitive travel
agent program by mid-year 2025. The Company currently has over 150 travel agents helping with its beta testing.
The
Groups Platform initial version has been launched. It provides users with a solution for more complex travel needs such as conferences,
conventions and destination weddings through our group’s widget. This is an underserved and emerging market. Initial results are
promising, as the Company completed several group bookings on the Groups Platform in the first 60 days from leads generated by Five Star
Alliance.
Features
in Development
As
NextTrip executes its business model by increasing its inventory base and expanding key partnerships, it plans to launch a series of
additional features designed to benefit its users. We intend to further integrate NextTrip’s media features with its booking system,
bringing together travel content and itinerary management in one interface. The “My Journy” personalized travel-planning
magazine is intended to provide editorial features, destination information, and user-specific offers based on analysis of past searches
and bookings. By including this content in the booking process, NXT2.0 aims to turn browsing into bookings more efficiently and give
suppliers better opportunities to promote their products.
NextTrip
also plans to introduce a multi-level Rewards program that gives benefits for repeat bookings, using different channels, and social interactions
within the platform. A planned group chat and sharing feature will let families, friends, and corporate groups work together on itinerary
changes in real time. These developmental features are designed to encourage customer loyalty and keep users engaged with NXT2.0. An
AI-powered travel assistant is in development which is intended to provide recommendations, price alerts and support, offering services
usually found in premium travel agencies in a digital format.
Following
the initial launch of the Travel Agent Platform, NextTrip is continuing development on new tools for travel agents. With new product
options like cruises, wellness retreats, and extra experiences, NXT2.0 aims to attract more leisure and business travelers. These updates
are intended to boost user engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive edge through
technology and personalized data.
Technology
and Infrastructure
Our
websites are hosted using cloud services distributed globally across multiple regions. Our system’s 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 its hosting environments. We use security
methods to ensure the integrity of our networks and protection of confidential data collected and stored on our servers. We have developed
and use internal policies and procedures to protect the personal information of our travelers using our websites that we collect and
use as part of our normal operations. Access to NextTrip’s 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.
NextTrip
Integrated Media Solutions
In
addition to the key features, robust inventory, and focus on underserved market opportunities like groups and travel agent bookings,
a key differentiator benefiting the growth and development of our NXT2.0 booking engine is our media strategy which, when fully integrated
with NXT2.0, is intended to offer a comprehensive travel and media ecosystem designed to guide and support consumers throughout their
travel experience from inspiration to booking, to travel to sharing the journey on social media.
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NextTrip
leverages its media brands—TravelMagazine.com, Compass.tv, and Journy.tv—as strategic tools to generate travel bookings by
integrating content, marketing, and booking technology as well as to generate advertising revenues for third-party content. The strategy
includes generating content marketing and inspiration, integrating booking opportunities into that content and generating feedback from
such advertising data to better target and identify travel interests and intent, which is intended to lead to growing brand trust and
authority and future partnerships and opportunities for sponsored advertising content.
By
combining engaging travel content with seamless booking technology and targeted marketing, NextTrip’s media brands serve as both
inspiration engines and direct booking channels. This holistic approach helps capture travelers at every stage of the decision-making
process, ultimately driving more bookings through the NXT2.0 platform and independent advertising revenue.
Key
Media Brands and Partnerships
Travel
Magazine
TravelMagazine.com
is our media hub. It is an online travel publication that provides articles, guides, tips, and inspiration for travelers. The website
features content on destinations, travel experiences, hotel and restaurant recommendations, and general travel advice. Its audience includes
both casual vacationers and more seasoned travelers seeking ideas and information for their next trip. Coming soon is “My Bucket
List,” a platform where travelers can create and share personalized travel lists, supported by booking features and local insights.
Compass.tv
and Journy.tv
Compass.tv
was launched in Fall 2024, as an AVOD (Advertising-based Video on Demand) platform designed to provide streaming television content,
often focusing on live and on-demand programming. Compass.tv offers over 1,200 hours of travel content including key travel influencers
with millions of followers.
In
April 2025, the Company acquired Journy.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel,
adventure, and culture-focused content. It is designed for viewers who are passionate about exploring the world, learning about different
cultures, and experiencing unique destinations through high-quality video programming. Journy.tv has contracts with key platforms including
Samsung TV Plus and Plex.
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In combination, these platforms have 17 million viewers,
and will be combined with multiple influencers that have millions of additional followers on social media platforms. These influencers
are being offered a new way to engage their audiences by using NextTrip travel offerings that can be customized to be highly complementary
to their adventures. We will begin to target travel promotions on Journy.tv as well as destination centric vacation products on Compass.tv.
Additionally, the Company has launched Compass.tv Apps for iPhone and Android, as well as targeted expansion through dedicated CTV apps.
Using artificial intelligence, Compass.tv intends to personalize content, convert blogs into videos, and enable users to create their
own custom travel channels.
Promethean
Promethean
is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate content-to-commerce integration.
The Company purchased a perpetual license from Promethean TV, Inc. and is integrating this platform into Compass.tv and Travel Magazine’s
video content with interactive overlays that allow users to book travel directly from their screens.
Leap
Media
In
December 2024, NextTrip announced its collaboration with Leap Media Group, a respected leader with over 35 years in TV advertising, media
planning and buying, to support the launch of advertising on Compass.tv by delivering branded entertainment content and advertising seamlessly
across its platform, supported by targeted media strategy designed to optimize revenue well delivering high quality content to travel
enthusiasts.
Blue
Fysh
In
February 2025, the Company and Blue Fysh Holdings Inc. (“Blue Fysh”) entered into a share exchange agreement creating minority
ownership positions between the entities, as part of their mutual efforts to work together to expand each company’s business opportunities.
See “ Recent Developments – Blue Fysh Share Exchange ” for more details on the transaction.
Blue
Fysh is focused on creating and implementing digital and network solutions that connect people to brands in the places they live, love
and work. Blue Fysh has implemented thousands of digital installations in diverse environments, enabling media content clients to deliver
compelling marketing solutions that connect brands with consumers in high traffic environments.
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The
strategic partnership between NextTrip and Blue Fysh is intended to focus on:
●
Expanded
audience reach integrating NextTrip’s FAST Channel (Compass.tv), media platform (TravelMagazine.com), and travel products platform
(NextTrip.com) with Blue Fysh’s expertise in digital OOH solutions throughout North America;
●
Increased
advertising revenue by leveraging their combined media assets, to enhance their ability to broaden reach, deployment, and higher
expected advertising fees, providing greater value to advertisers and stakeholders;
●
Enhanced
sales efforts with NextTrip utilizing Blue Fysh’s strategic sales relationships to contribute advertising sales across NextTrip’s
media platforms; and
●
Increased
Brand Awareness as a result of Blue Fysh’s media relationships and digital displays to help create flash marketing campaigns
to raise awareness of NextTrip and highlight NextTrip’s travel products and services as well as its media properties, Compass.tv,
Journy.tv and Travel Magazine.
Revenue
Strategy and Development of an Integrated Travel and Media Ecosystem
NextTrip’s
revenue strategy and business model focuses on integrating its Media and Travel divisions, offering users a comprehensive ecosystem designed
to guide and support them throughout the travel experience. Presently, NextTrip generates revenue through two core methods: travel bookings
and advertising revenue.
Travel
Bookings and Related Services
NextTrip,
like many OTAs and travel platforms, can generate revenue through a variety of channels. The specific
mix depends on the continued development of our platform, execution of our business model, partnerships, and the types of services we
offer at any given time.
Product
sales are generally structured either: (1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls
the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between product
supplier and the Company (as is the case with the majority NextTrip’s products) which allows the Company to set its own retail
pricing based upon market forces and a need to maintain a markup above its fixed cost. Commission-based travel products are generally
lower margin than directly negotiated travel products.
The
flexibility of directly negotiated contracts affords the Company the opportunity to both run specials that are highly competitive but
result in low margins, or to simply adjust pricing to maintain competitiveness within its market. Key factors that affect revenues and
profitability include competitive market pressures from other travel suppliers and distributors, variable contract terms, marketing budget
to create awareness, and seasonality.
Leisure
travel bookings currently generate the majority of our nominal revenues. This includes the sale of travel products such as airline tickets,
hotel rooms, and cruises as well as travel services such as travel insurance and ground activities. While we believe this revenue can
be accelerated with an enhanced marketing budget, management has largely focused on supplements to its travel offerings by including
travel technology products such as our Travel Agent and Groups Platforms.
Additionally,
offering concierge-level customer support, trip planning assistance or other premium features can provide peace of mind and added convenience
and may result in premium service fees added to the cost of booking, which represents direct revenue for NextTrip.
Advertising
The
Company is building its own media and advertising ecosystem through Travel Magazine, Journy.tv and Compass.tv. These media platforms
are designed to allow users to explore and educate themselves on travel. The revenue strategy in the media division is two-pronged: (1)
as the number of viewers/users grows, it drives the advertising rates the Company can charge third-parties to promote travel products
and services to our audience and (2) outside of the direct advertising dollars generated from our media platforms which are expected
to become a key driver of higher margin revenue than those earned from travel product sales, but as the audience grows it will provide
additional opportunities for NextTrip to promote its own travel offerings to highly targeted viewers, thus lessening the need for spending
significant marketing dollars through other mediums to attract consumers.
To
drive this initiative, the Company has entered into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel
category with decades of experience in TV advertising, media planning and buying. Compass.tv is now equipped to deliver branded entertainment
content and advertising seamlessly across its platform, supported by targeted media strategy designed to optimize revenue well delivering
high quality content to travel enthusiasts.
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Development
of Integrated Revenue Model – Strategy and Current Status
As
the Company is still in the developmental phase of its commercial operations and has thus far realized only nominal revenues, the successful
execution of our business strategy is predicated upon our capacity to broaden and deepen our supplier base, cultivate and maintain a
robust customer network, and obtain adequate financing to underwrite our marketing initiatives and continued product development. There
can be no assurance that we will be able to accomplish any of these objectives.
NextTrip
is in the early stages of development and roll out of its comprehensive travel and media model. While the products introduced to date
(See above “ NXT2.0 Platform Features – Existing Features ”) are now functional and responsible for the current,
nominal revenue generation of the Company, the corresponding revenue streams are currently both small and unpredictable relative to the
established travel industry leaders.
While
our core marketing initiatives have been handicapped due to budget constraints, we have undertaken limited promotions focused on higher
margin products, in sought after vacation regions like Mexico and the Caribbean. Recognizing these marketing budget restraints, we focused
our efforts on expanding our product offering globally with major suppliers, including Expedia and Nuitée, among others. Management
believes this was a critical step to allow for the launch and promotion of specialty travel services like NextTrip’s Groups Platform
(i.e. destination weddings, conferences and conventions), NextTrip Travel Agents Platform and business-focused travel offerings. These
types of programs require unique technologies, broad global inventory offerings, and specialized servicing. Key to this development is
the fact that the platforms fall outside of the typical OTA business model, thereby justifying the supply of travel products from large
OTAs, which in turn supports our platforms while being mutually beneficial to both parties.
Our
ability to capitalize on existing travel technology platforms is severely restricted due to the lack of funding to drive marketing programs.
Enhancements to the existing platforms along with the introduction of new programs under development (See above “ NXT2.0 Platform
Features – Features in Development ”) are needed to complete the model. The timeline to complete these programs is dependent
upon our ability to raise capital; however, we believe that most programs can be delivered within 180 days of obtaining such necessary
funding. Once fully functioning, we believe the model will deliver accelerated growth as its “conversion technology” focuses
on underserved areas in the travel sector utilizing platforms (i.e. PayDlay, Groups bookings and Travel Agents) that are not well serviced
by the major travel industry leaders. Additionally, we have introduced engagement and media solutions (i.e. Journy.tv, Compass.tv and
Travel Magazine), allowing users to better plan future travel. We believe a natural extension of providing users with media solutions
to assist with travel planning will further the development and growth of a NextTrip ecosystem. This ecosystem is expected to assist
NextTrip in reducing external marketing expenditures while creating a new revenue channel from targeted and timely advertising designed
to assist users in their travel planning. Upon completion of the NextTrip model, the Company expects to drive revenues from travel solutions
outside of the focus of major travel competitors as highlighted in the table below.
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Key
factors that affect revenues and profitability beyond securing access to inventory (whether wholesale, supplier-controlled or directly-negotiated)
include competitive market pressures from other travel suppliers and distributors, as well as the funding needed to enact a large enough
marketing budget to create awareness. While marketing budget constraints have delayed the launch of an aggressive advertising campaign
designed to scale travel sales, the Company’s management addressed the issue by shifting focus to building an audience through
media platforms it could control. This included the rebuilding of the Travel Magazine website as well as the launch of Compass.tv with
over 1,200 hours of travel content, both properties able to attract and harness content creators and influencers, each with several million
followers. Key to engaging with these travel influencers was the exclusive license of the Promethean platform, due to be implemented
in the Company’s second fiscal quarter of 2026, which allows for targeted advertisements to be inserted as overlays onto video
content. The advertising does not interfere with viewing but enables sales of travel products complementary to the viewers selected programs,
including the potential to immediately make a booking. This key feature means the Company, its influencers, viewers and advertisers all
benefit through a call to action, showcasing the right product at the right time.
To
accelerate viewership and distribution, the Company acquired Journy.tv in April 2025 from Ovation LLC. The acquisition included original
travel shows, carrier agreements and a viewing audience of over 17 million travel enthusiasts in 2024. By combining Compass.tv, Journy.tv
and Travel Magazine, NextTrip’s media division has a critical audience in the lucrative North American market, large enough to
attract endemic and programmatic advertisers. Advertising revenue is expected to be further enhanced when the Promethean interactive
overlay technology is introduced, allowing users to transact on calls of action presented on the video stream.
The
media team benefits from a range of partners and vendors engaged in driving its potential advertising revenues, from online behemoths
such as Magnite to travel industry experts such as Leap Media and Travel Spike, providing both programmatic and direct advertising sales
around our channels. As the number of viewers/users grows, it not only determines the CPMs (or advertising rates) the Company can charge,
but it should also provide additional opportunities for us to promote our own travel offerings to highly targeted viewers, thus lessening
the need for spending significant marketing dollars through other mediums to attract consumers. Management believes the development of
this ecosystem not only affords access to travelers but also opens up a higher margin advertising revenue stream not previously available.
The Company is also engaging Save Your Day Films, a London-based production company celebrated globally for award-winning factual programming
and captivating travel content, as an in-house production partner to deliver exclusive content as part of Media strategy, driving traffic,
cross-promotional opportunities and licensing revenues.
In
order to capitalize on this recent acquisition, the team are engaging PR Firms like FINN, and marketing teams like Jungle Creations to
accelerate channel awareness and audience growth, while exploring opportunities for global distribution with other FAST channel providers
such as Vizio and Whale.tv.
Though
each division can independently drive revenue through their respective channels, we intend to create additional value by bringing the
divisions together to create an engaging consumer-focused ecosystem. Today, we have media and travel operations that largely run independently
but are working towards integrating the platforms to seamlessly move customers from one portion of the ecosystem to the next, with the
ultimate goal of influencing a travel purchase decision.
As
such, the key initiative the Company intends to focus on for the balance of 2025 is to complete technological integration between our
media and travel divisions. While both divisions have reached a minimum critical mass levels to allow us to deploy programs, our ability
to grow our nominal revenues will be directly tied to leveraging our media audience through interactive technology, into our travel platforms
to deliver impactful and personalized travel solutions. To accomplish this, we will need to complete the build out of a personalized
social media platform linking the media and travel products which will be called “My Journy”. We believe this platform will
become the core of the NextTrip consumer base as it will provide users a platform where they can explore, share and seamlessly move from
one portion of the ecosystem to the next, with the ultimate goal of influencing a travel purchase decision.
As
we move into the future, NextTrip intends to add additional revenue streams, including more diversified, exclusive products from around
the world, niche travel segments, technology licensing and enhanced media advertising opportunities.
Competition
The
U.S. 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.
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Our
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., TravelZoo and AirBnb. We are an early-stage company with nominal revenues. Though we do consider these companies competitors,
they are all much larger and more advanced in development than our current offerings and we may be unable to raise sufficient capital
or develop our technology at such a rate to compete for meaningful market share. In some cases, competitors are offering more favorable
terms and improved interfaces to suppliers and travelers, which makes competition increasingly difficult. Also, in some cases, we offer
larger, conglomerate wholesale product offerings like Expedia on our site for booking at a lower commission, which is common in the industry.
We also face competition for customer traffic on internet search engines and metasearch websites, which impacts our customer acquisition
and marketing costs.
Seasonality
We
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. The
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
Our
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.
Our
key proprietary software platforms and systems include our booking engine, NXT2.0, which we enhanced through our acquisition and subsequent
integration of the Bookit.com assets; the group travel booking platform, which allows for efficient and streamlined travel planning and
booking for travel groups of five or more; PayDlay technology, which allows travelers to book a trip for as little as $1.00 down and
pay over time with no interest; Travel Magazine, which offers tools to create personalized travel using video, blogs, reviews, tourism
boards and planned AI planner; and our FAST TV channels, Compass.tv and Journey.tv, which aim to inspire audiences by highlighting the
world’s best travel experiences and offering viewers a rich source of inspiration for planning their next journey.
Regulation
Our
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. Regulations
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. Other U.S. states and
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. For example,
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.
13
●
Payments : 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.
Organizational
History
Reverse
Acquisition of NextTrip Holdings
On
October 12, 2023, the Company (formerly known as Sigma Additive Solutions, Inc.) entered into a Share Exchange Agreement with NextTrip
Holdings, Inc. (“NTH”), NextTrip Group, LLC (“NTG”) and William Kerby (the “NTH Representative”),
pursuant to which the Company acquired NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which
we refer to as the Exchange Shares. The NextTrip Acquisition was consummated on December 29, 2023. As a result, NTH became a wholly owned
subsidiary of the Company.
Upon
the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number
of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the
closing. Under the Share Exchange Agreement, the NTG Sellers were entitled to receive additional shares of our common stock, referred
to as the Contingent Shares, subject to NTH’s achievement of future business milestones (the “Milestone Events”) specified
in the Share Exchange Agreement as follows:
Milestone
Event
Date
Earned
Contingent
Shares
Status
as of the date of this Prospectus
Launch
of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase
1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.
As
of a date six months after the closing date
1,450,000
Contingent Shares
Achieved.
Marketing program under “phase 2” has commenced.
Launch
of NTH’s group travel booking platform and signing of at least five (5) entities to use the Groups Platform.
As
of a date nine months from the closing date (or earlier date six months after the closing date)
1,450,000
Contingent Shares
Achieved.
Five groups have been contracted to use the Groups Platform.
Launch
of NTH’s Travel Agent Platform and signing up of at least 100 travel agents to the platform (which calculation includes individual
agents of an agency that signs up on behalf of multiple agents).
As
of a date 12 months from the closing date (or earlier date six months after the closing date)
1,450,000
Contingent Shares
Achieved.
The company has signed up more than 175 travel agents to its Travel Agent Platform.
Commercial
launch of PayDlay technology in the NXT2.0 system.
As
of a date 15 months after the closing date (or earlier date six months after the closing date)
1,650,000
Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition
Achieved.
PayDlay has been commercially launched.
14
Alternatively,
independent of the aforementioned milestones, for each month during the fifteen month period following the closing date in which $1,000,000
or more in gross travel bookings were generated by the combined company, to the extent not previously issued, the Contingent Shares would
be issuable up to the maximum Contingent Shares issuable under the Share Exchange Agreement.
The
Contingent Shares, together with the shares of our common stock issued at the closing, was not to exceed 6,000,000 shares of our common
stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.
In
connection with the NextTrip Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of
any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a). Pursuant to Nasdaq
Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of
the initial listing application prior to the issuance of the Contingent Shares; failure to obtain such approval in advance of the Contingent
Share issuance would have resulted in Nasdaq issuing the Company a delisting determination and commencing delisting proceedings with
respect to its common stock.
On
March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it had approved the Company’s initial listing
application in connection with the issuance of the Contingent Shares. On March 26, 2025, the Company issued the NTG Sellers an aggregate
of 4,393,993 of the Contingent Shares in satisfaction of the Company’s obligations under the Share Exchange Agreement
As
a result of Nasdaq’s approval of our initial listing application, the issuance of the Contingent Shares was completed in compliance
with Nasdaq Listing Rule 5110(a) and the Company’s shares of common stock continue to trade on the Nasdaq Capital Market under
the symbol “NTRP.”
On
May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were
issued to the NTG Sellers. No additional shares are issuable pursuant to the Share Exchange Agreement as of the date of this Annual Report.
The
Share Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive
Officer of the Company and Donald P. Monaco was appointed as a director of the Company as of the closing of the NextTrip Acquisition.
The NTH Representative (Mr. Kerby) will be entitled to designate a replacement for one additional director of the Company upon achievement
of each of the milestones under the Share Exchange Agreement. No such additional appointments have occurred to date.
Historical
Monaker Group Business
NextTrip’s
travel business was the principal business of NextPlay Technologies, Inc. (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, alternative lodging rentals (“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 business. This resulted in NTG operating the NextTrip business, which was held in its wholly-owned subsidiary, NTH.
Acquisition
of Bookit.com Asset
Following
NTH’s separation from NextPlay, NTH acquired a travel platform, Bookit.com, in June 2022 to help power NTH’s proprietary
NXT2.0 booking technology. Pursuant to the terms of its asset purchase agreement, in exchange for a cash payment of $600,000, NTH acquired
the Bookit.com booking engine, customer lists, all content associated to hotel and destination product in the booking engine, including
pictures, hotel descriptions, restaurant descriptions, room descriptions, amenity descriptions, and destination information, and source
code related thereto (the “Purchased Assets”). The Purchased Assets included: (i) all permits and licenses related to the
purchased assets; (ii) all contracts and agreements of Bookit.com (the “Assumed Contracts”); and (iii) any goodwill related
to the Purchased Assets. Further to the APA, NTH agreed to assume any obligation or liability of Bookit.com, and any related claims,
whether asserted prior to or following the Purchased Assets, with the exception of: (i) all tax obligations and liabilities of any nature
arising in connection with or related to Bookit.com and/or the Purchased Assets prior to the closing date, and (ii) any post-closing
payment or performance obligations arising under the Assumed Contracts.
15
Recent
Developments
Acquisition
of Five Star Alliance
On
February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA
Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA included on the signature page thereto
(Mr. McMahon together with such other members, collectively the “FSA Members”). Pursuant to the FSA Purchase Agreement, on
February 10, 2025 (the “Initial Closing Date”), the Company purchased 9,608 membership units of FSA (equal to a 49% ownership
stake in FSA immediately after closing) (the “Initial Interests”) in exchange for the Company’s (i) payment of $500,000
in cash and (ii) issuance of 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series
O Preferred”) to FSA. In connection with, and as a condition to, the Initial Closing, the Company entered into employment agreements
with Mr. McMahon and Courtney May, each of whom became employees of the Company as of the Initial Closing Date.
In
addition, subject to satisfaction of the conditions discussed below, the FSA Purchase Agreement provided the Company with an option (the
“Option”), in its sole discretion, to purchase the remaining 51% of the membership units from the FSA Members within 60 days
of the Initial Closing Date (the “Final Closing Date”), in exchange for (i) the payment by the Company to the FSA Members
of an aggregate of $500,000 in cash and (ii) the issuance of an aggregate of 161,291 shares of Series O Preferred to the FSA Members
(the “Final Closing”). The Company’s Option was subject to, and contingent upon, satisfaction of the following conditions:
(i) the continued employment of Mr. McMahon and Ms. May by the Company, subject to limited exceptions, (ii) the completion of a $2,000,000
capital raise by the Company, and (iii) the continued operation of FSA by FSA’s existing management until the Final Closing Date.
On
April 9, 2025 (the “Final Closing Date”), upon FSA’s agreement to waive the capital raise condition to closing, the
Company exercised the Option and, in satisfaction of its obligations under the Purchase Agreement in connection with the Final Closing,
the Company paid the FSA Members an aggregate of $500,000 in cash and issued the FSA Members an aggregate of 161,291 shares of Series
O Preferred. As a result, as of the Final Closing Date, the Company acquired the remaining 51% of the membership units in FSA and FSA
became a wholly owned subsidiary of the Company.
In
addition to the above consideration, the FSA Purchase Agreement provided that the Company shall make additional payments to the FSA Members
upon achievement of certain milestones, as follows:
1.
The
payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings
of Travel Products for five groups by FSA, the commissions to FSA for which are scheduled to be collected after the Final Closing;
2.
The
payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings
of cruise related Travel Products, the gross cumulative cost of which to the customers is greater than or equal to $25,000 and the
commissions for which are scheduled to collected after the Final Closing;
3.
The
payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes
to allow NextTrip full remote access to the FSA booking engine for use by NextTrip; and
4.
The
payment of $100,000 in cash and issuance 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings for Travel
Products, the cumulative gross cost of which to the customers is greater than or equal to $1 million and the commissions for which
are scheduled to be collected after the Final Closing.
On
April 28, 2025, the parties determined that each of the foregoing milestones had been achieved, and in satisfaction of its obligations
under the FSA Purchase Agreement, the Company paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate
of 120,967 shares of Series O Preferred.
Blue
Fysh Share Exchange
On
February 24, 2025, the Company and Blue Fysh entered into a share exchange agreement (the “BF Share Exchange Agreement”)
whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a ten percent (10%) interest
in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”)
of the Company at an issuance price of $5.00 per share (the “BF Share Exchange”). The BF Share Exchange closed on February
28, 2025. The parties entered into the BF Share Exchange Agreement, creating minority ownership positions between the entities, as part
of their mutual efforts to work together to expand each company’s business opportunities.
16
Journy.tv
Asset Purchase
On
April 1, 2025, the Company entered into an asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC
(“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain
agreements, and assumed certain liabilities related to Ovation’s Journy.tv business (the “Journy.tv Acquisition”). The Journy.tv
Acquisition closed on April 1, 2025.
Pursuant
to the Journy.tv Purchase Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $300,000 in cash at closing
and issued Ovation 20,000 restricted shares of Company common stock.
In
connection with the Journy.tv Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License
Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term
set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement
in the media of (i) FAST via the Journy.tv Channel and (ii) Video On Demand via the Journy.tv Channel. Pursuant to the License Agreement,
Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement,
and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to
certain exceptions). As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate
non-refundable license fee of $336,801, as follows:
Payment Date
Amount
April 30, 2025
$ 47,709
July 31, 2025
$ 59,709
October 31, 2025
$ 47,709
January 31, 2026
$ 22,709
April 30, 2026
$ 22,709
July 31, 2026
$ 22,709
October 31, 2026
$ 22,709
January 31, 2027
$ 22,709
April 30, 2027
$ 22,709
July 31, 2027
$ 22,709
October 31, 2027
$ 22,709
Strategic
Partnership with Intimate Hotels of Barbados (IHB)
On
April 3, 2025, NextTrip entered into a strategic partnership with IHB, a collection of over 35 independent hotels and vacation rentals.
NextTrip will serve as the official booking engine for IHB, providing a fully integrated travel portal and customized packaging tools
directly on the IHB website.
NextTrip
Cruise Launches, Offering Seamless Cruise Booking Experience
On
March 27, 2025, NextTrip unveiled NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings
and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre-
and post-cruise stays, and expert travel support.
Facilities
Our
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
June 30, 2025. The landlord can terminate the lease upon 30 days written notice and the Company can terminate the lease upon 45 days
written notice.
Human
Capital Resources
As
of May 28, 2025, we had 16 full-time employees and 6 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 our 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. We strive to
provide competitive compensation and benefits for 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.
17
The
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.
All
employees are responsible for upholding our 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.
Corporate
Information
The
Company was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001.
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 the Company’s
name to NextTrip, Inc. in connection with our reverse acquisition of NTH.
Our
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.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 Exchange Act and other information
related to the Company, are available, free of charge, on that website as soon as we electronically file those documents with, or otherwise
furnish them to, the SEC. The Company’s website and the information contained therein, or connected thereto, are not and are not
intended to be incorporated into this Report.