Business Context and Reporting Period
Company: NextTrip, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 31, 2026
Principal Executive Offices: Sunrise, Florida
Trading Symbol: NTRP (The Nasdaq Stock Market LLC)
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The document focuses exclusively on a new financing arrangement.
| Metric | Value |
|---|---|
| Maximum Offering Size | $6,500,000 |
| Commission to Agent (Titan) | 3.5% of gross proceeds |
| Fee to Prior Placement Agent | 2.0% of gross proceeds (for 9 months) |
Material Changes
On August 31, 2026, the Company entered into an At-the-Market Offering Agreement with Titan Partners Securities LLC. This agreement allows the Company to sell shares of its common stock with an aggregate offering price of up to $6,500,000. The sales will be conducted pursuant to a shelf registration statement (File No. 333-291260) declared effective on December 8, 2025.
The Company is not obligated to sell any shares under this agreement. The offering will terminate upon the sale of all shares or earlier termination of the agreement.
Guidance, Outlook, and Risks
- Management Commentary: The Company intends to use commercially reasonable efforts to sell shares based on market conditions and instructions from the Company, including price or size limits.
- Forward-Looking Statements: The filing includes statements regarding the ability to raise funds, which are subject to risks and uncertainties.
- Risks: Actual results may differ materially due to market conditions and the satisfaction of pre-sale conditions. The Company assumes no responsibility to update forward-looking statements.
- Unusual Items: The Company agreed to pay a 2.0% fee to its prior placement agent, Craft Capital Management LLC, for waiving exclusivity rights regarding this offering for a nine-month period.
Investor Verification Checklist
- Verify the current market price of NTRP to assess potential dilution from the $6,500,000 offering.
- Review the full text of the At-the-Market Offering Agreement (Exhibit 1.1) for specific termination rights and conditions.
- Confirm the status of the shelf registration statement (File No. 333-291260) and any subsequent amendments.
- Monitor future filings for actual sales volumes and proceeds raised under this agreement.
- Check the Company's most recent 10-K or 10-Q for current liquidity needs and existing debt obligations.