NTRP · NextTrip, Inc.

NextTrip, Inc. raised $1.015 million through the Series B Offering, issuing 408,421 restricted Series B Convertible Preferred Shares (368,421 purchased plus 40,000 fee shares) at a $2.755 stated value and a five-year warrant for 100,000 common shares at the same exercise price, representing the Nasdaq minimum price plus $0.125. The transaction closed on May 7, 2026, following the Purchase Agreement execution on May 6, with Craft Capital Management LLC serving as placement agent. Proceeds are designated for general working capital, providing immediate liquidity amid Nasdaq listing pressures implied by the minimum price reference. The offering is secured by a limited recourse pledge of 1,365,314 common shares (approximately 9.99% of outstanding) owned by CEO William Kerby, isolating recourse to those shares only. Key investor protections include a 12% annual dividend (escalating to 18% on default), conversion at $2.755 with beneficial ownership caps at 4.99% (electable to 19.99%), and mandatory redemption on August 30, 2026, at stated value plus accrued dividends, extendable at holder option to year-end. Events of Default—such as Nasdaq non-compliance, delisting risks, or filing delays—trigger accelerated redemption at 130% premium. Purchaser rights extend to 20% participation in future financings, exchange rights, and 25% net proceeds allocation from at-the-market offerings toward redemption. The unregistered securities rely on Section 4(a)(2)/Regulation D exemptions, with a resale registration due within 15 days. This financing bolsters short-term operations but introduces redemption pressure by Q3 2026 and dilution risks upon conversion/exercise, potentially straining cash flows if equity markets weaken.