NextTrip Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders
On November 14, 2025, the Company held an Annual Meeting of Stockholders. The matters voted upon were:
Proposal 1. Election of two Class II directors to serve until our 2029 annual meeting of stockholders (the “Election of Directors”).
Proposal 2. Ratification of the appointment of Haynie & Company as our independent registered public accounting firm for our fiscal year ending February 28, 2026 (the “Ratification of Independent Registered Accounting Firm”).
Proposal 3. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of our common stock upon conversion of outstanding shares of our Series J Nonvoting Convertible Preferred Stock, Series K Nonvoting Convertible Preferred Stock, Series L Nonvoting Convertible Preferred Stock, Series M Nonvoting Convertible Preferred Stock, Series N Nonvoting Convertible Preferred Stock, Series O Nonvoting Convertible Preferred Stock, Series P Nonvoting Convertible Preferred Stock and Series Q Nonvoting Convertible Preferred Stock and exercise of certain warrants, all of which shares and warrants were issued to various parties between December 31, 2024 and September 15, 2025 (the “Approval of Conversion of Series J, Series K, Series L, Series M, Series N, Series O, and Series Q Preferred Stock and Exercise of Warrants”).
Proposal 4: To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of our common stock upon conversion of outstanding shares of our Series L Nonvoting Convertible Preferred Stock and our Series Q Nonvoting Convertible Preferred Stock issued to certain insiders pursuant to debt conversion agreements and securities purchase agreements entered into with such insiders between December 31, 2024 and September 15, 2025 (the “Approval of Conversion of Series L and Series Q Preferred Stock Issued to Insiders”).
Proposal 5. To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of our common stock pursuant to that certain Securities Purchase Agreement, dated September 19, 2024, entered into in connection with an equity line of credit with Alumni Capital LP (the “Approval of Shares Under an Equity Line of Credit”).
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The results of the voting were as follows:
Proposal 1 (Election of Directors):
| Director | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
| William Kerby | 5,726,793 | 374 | 170 | 28,427 | ||||
| Jimmy Byrd | 5,726,794. | 373 | 170 | 28,427 |
Proposal 2 (Ratification of Independent Registered Accounting Firm):
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 5,755,236 | 375 | 153 | N/A |
Proposal 3 (Approval of Conversion of Series J, Series K, Series L, Series M, Series N, Series O, and Series Q Preferred Stock and Exercise of Warrants):
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 5,713,306 | 13,873 | 158 | 28,427 |
Proposal 4 (Approval of Conversion of Series L and Series Q Preferred Stock Issued to Insiders):
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 5,715,640 | 11,547 | 150 | 28,427 |
Proposal 5 (Approval of Shares Under an Equity Line of Credit):
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 5,713,333 | 13,884 | 120 | 28,427 |
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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 17, 2025 | By: | /s/ William Kerby |
| Name: | William Kerby | |
| Title: | Chief Executive Officer | |
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