NextTrip, Inc.
For the period ended Feb 28, 2026. Filed May 29, 2026.
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FY2026 · Filed May 29, 2026
NTRP$1.14-0.9%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Our financial statements and related notes thereto are listed and included in this Report beginning on page F-1. The following documents are furnished as exhibits to this Form 10-K.
| Exhibit Number | Description |
| 2.1† | Share Exchange Agreement dated as of October 12, 2023 among Sigma Additive Solutions, Inc., NextTrip Holdings, Inc., NextTrip Group, LLC and the NextTrip Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023, and incorporated by reference herein). |
| 2.2† | Membership Interest Purchase Agreement, by and among NextTrip, Inc., FSA Travel, LLC, John McMahon, as Majority Member, and the other Signatories thereto, dated February 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 11, 2025, and incorporated herein by reference). |
| 2.3 | Share Exchange Agreement by and between the Company and Blue Fysh Holdings, Inc., dated February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 27, 2025 incorporated herein by reference). |
| 2.4 | Asset Purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 7, 2025, and incorporated herein by reference). |
| 3.1 | Amended and Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 24, 2022, and incorporated herein by reference). |
| 3.2 | Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 12, 2022, and incorporated herein by reference). |
| 3.3 | Amended and Restated Bylaws of the Company, as amended. (filed by the Company as Exhibit 3.12 to the Company’s Form 10-K, filed on March 24, 2021, and incorporated herein by reference). |
| 3.4 | Amendment No. 3 to Amended and Restated Bylaws of Sigma Additive Solutions, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 16, 2022, and incorporated herein by reference). |
| 3.5 | Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference). |
| 3.6 | Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference). |
| 3.7* | Certificate of Designation of Series A Convertible Preferred Stock |
| 3.8 | Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026 and incorporated herein by reference) |
| 3.9 | Certificate of Designation of Series E Convertible Preferred Stock (Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 27, 2020 and incorporated herein by reference) |
| 4.1 | Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 22, 2024 and incorporated herein by reference). |
| 4.2 | Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 25, 2024, and incorporated herein by reference). |
| 4.3 | Cash Warrant by and between the Company and AOS Holdings, LLC, dated December 31, 2024 (filed as Exhibit 4.1 to the Company’s current Report on Form 8-K dated January 3, 2025 and incorporated by reference). |
| 4.4 | Cashless Warrant by and between the Company and AOS Holdings, LLC, dated December 31, 2024 (filed as Exhibit 4.2 to the Company’s current Report on Form 8-K dated January 3, 2025 and incorporated by reference). |
| 4.5 | Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference). |
| 4.6 | Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference). |
| 4.7 | Warrant to Purchase Common Stock issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference). |
| 4.8 | Warrant by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025, and incorporated herein by reference). |
| 4.9* | Warrant by and between the Company and KC Global Media Asia LLC dated November 4, 2025. |
| 4.10 | Warrant by and between the Company and Armistice Capital Master Fund Ltd. dated December 22, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 23, 2025, and incorporated herein by reference). |
| 4.11 | Warrant by and between the Company and KC Global Media Asia LLC dated December 22, 2025 (filed on Current Report on Form 8-K filed on December 29, 2025, and incorporated herein by reference). |
| 4.12* | Warrant by and between the Company and KC Global Media Asia LLC dated February 10, 2026. |
| 4.13* | Warrant by and between the Company and KC Global Media Asia LLC dated April 15, 2026. |
| 4.14 | Warrant by and between the Company and Helena Global Investment Opportunities 1 Ltd. dated May 6, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference). |
| 4.15* | Warrant by and between the Company and KC Global Media Asia LLC dated May 8, 2026. |
| 4.16 | Description of Securities (previously filed as Exhibit 4.23 to the Company’s Annual Report on Form 10-K, filed on May 29, 2025 and incorporated herein by reference). |
| 10.1*# | Form of Nonqualified Stock Option Agreement (Employees). |
| 10.2*# | Form of Nonqualified Stock Option Agreement (Non-Employee Directors). |
| 10.3*# | Form of Nonqualified Stock Option Agreement (Consultants). |
| 10.4# | Form of Incentive Stock Option Agreement (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). |
| 10.5# | Form of Restricted Stock Agreement (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference). |
| 10.6# | Form of Indemnification Agreement for directors and officers (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on July 28, 2016, and incorporated herein by reference). |
| 10.7# | NextTrip, Inc. 2020 Stock Appreciation Rights Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference). |
| 10.8# | Form of Stock Appreciation Rights Agreement (Employees; 2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference). |
| 10.9 | Form of Stock Appreciation Rights Agreement (Non-employee Directors; 2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference). |
| 10.10# | NextTrip, Inc. 2021 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 16, 2021 and incorporated herein by reference). |
| 10.11 | Asset Purchase Agreement dated as of October 6, 2023 between Sigma Additive Solutions, Inc. and Divergent Technologies, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 and incorporated by reference herein). |
| 10.12# | 2023 Equity Incentive Plan (filed as Annex D to the Company’s Definitive Proxy Statement on Schedule 14A filed on December 1, 2023 and incorporated herein by reference). # |
| 10.13# | Employment letter agreement dated December 29, 2023 between Sigma Additive Solutions, Inc. and William Kerby (filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and incorporated by reference herein). |
| 10.14 | Perpetual License Agreement, by and among the Company, NextTrip Holdings, Inc. and Promethean TV, Inc., dated as of January 26, 2024. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference). |
| 10.15 | License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2025 and incorporated herein by reference). |
| 10.16 | Line of Credit Agreement, dated May 6, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2025 and incorporated herein by reference). |
| 10.17# | Employment letter agreement dated February 10, 2026 between NextTrip, Inc. and Frank Orzechowski (filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2026 and incorporated by reference herein). |
| 10.18 | Membership Interest Purchase Agreement dated February 6, 2025 between the Company and Five Star Alliance LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 11, 2025 and incorporated herein by reference). |
| 10.19* | Securities Purchase Agreement between the Company and Jimmy Byrd, dated June 24, 2025. |
| 10.20* | Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated July 10, 2025. |
| 10.21 | Membership Interest Purchase Agreement dated August 6, 2025 between the Company and TAPipeline LLC LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 12, 2025 and incorporated herein by reference). |
| 10.22* | Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated November 5, 2025. |
| 10.23 | Securities Purchase Agreement between the Company and Armistice Capital Master Fund Ltd. dated December 22, 2025 (filed (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2025 and incorporated herein by reference). |
| 10.24 | Registration Right Agreement between the Company and Armistice Capital Master Fund Ltd. dated December 22, 2025 (filed (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 29, 2025 and incorporated herein by reference). |
| 10.25 | Asset Purchase Agreement dated February 6, 2025 between the Company and The Corporation for Travel Promotion LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 3, 2026 and incorporated herein by reference). |
| 10.26* | Unsecured Short-Term Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated March 26, 2026. |
| 10.27* | Amendment 1 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 6, 2026. |
| 10.28* | Amendment 2 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 9, 2026. |
| 10.29* | Amendment 3 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 27, 2026. |
| 10.30* | Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated April 15, 2026. |
| 10.31* | Amendment 4 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 30, 2026. |
| 10.32 | Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd. dated May 6, 2026 (filed (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026 and incorporated herein by reference). |
| 10.33 | Share Pledge Agreement Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd. dated May 6, 2026 (filed (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026 and incorporated herein by reference). |
| 10.34* | Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated May 8, 2026. |
| 10.35* | Amendment 5 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated May 29, 2026. |
| 19.1 | NextTrip Inc’s Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein). |
| 21.1* | List of Subsidiaries. |
| 23.1* | Consent of Haynie & Company. |
| 31.1* | Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1# | NextTrip, Inc. Compensation Recovery Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein). |
| 101.INS*** | Inline XBRL Instance Document. |
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| # | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| † | Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. |
| * | Filed herewith. |
| ** | Furnished herewith. |
| *** | The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
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