NextTrip Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On November 21, 2025,NextTrip, Inc., a Nevada corporation ( the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Charcoal Investments Ltd.(the “Purchaser”) pursuant to which the Company issued and sold to Purchaser 333,334 restricted shares of the Company’s Common Stock (the “Purchased Shares”) and Warrants ( the “Warrants”) to purchase 166,667 shares of the Company’s Common Stock for an aggregate purchase price of $1,000,000. The Warrants are for a term of three years with an exercise of $3.00 per share. The Warrants may be exercised on a cashless basis.
The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The Company intends to use the net proceeds from the sale of the Purchased Shares and Warrants as working capital and for general corporate purposes.
The foregoing summary of the Purchase Agreement and Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the form of such documents attached as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K (this “Current Report”), which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 regarding the issuance of the Purchased Shares is hereby incorporated herein by reference.
The sale of the Purchased Shares and Warrants was consummated on November 21,2025. The Purchased Shares, the Warrants and the shares issuable pursuant to the exercise of the Warrants issued by the Company (the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to the Purchaser in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Securities constitute, and the shares of Company common stock underlying the Warrants, when issued upon exercise of the Warrants, will constitute, “restricted securities” within the meaning of Rule 144 under the Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 4.1 | Warrant | |
| 10.1 | Securities Purchase Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
| 2 |
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 hereunto duly authorized.
| NEXTTRIP, INC. | |||
| Date: | November 28, 2025 | By: | /s/ William Kerby |
| Name: | William Kerby | ||
| Title: | Chief Executive Officer | ||
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