NextTrip, Inc.
For the period ended Aug 21, 2026. Filed Aug 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 21, 2026 · Filed Aug 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NextTrip, Inc.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 9, 2026
Dear Stockholder:
Notice is hereby given that the 2027 Annual Meeting of Stockholders (the “Annual Meeting”) of NextTrip, Inc., a Nevada corporation (the “Company”), will be held on Friday, October 9, 2026, at 1:00 p.m. Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. You will not be able to attend the Annual Meeting in person. Stockholders virtually attending the Annual Meeting will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to join us and participate online. For further information, please see the Questions and Answers about the Annual Meeting beginning on the first page of the accompanying Proxy Statement.
At the Annual Meeting, our stockholders will be asked to consider and vote upon the following:
| 1. | the election of three Class III directors to serve until our 2030 annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal; |
| 2. | the ratification of the appointment of Haynie & Company as our independent registered public accounting firm for our fiscal year ending February 28, 2027; |
| 3. | a proposal to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares to Lind Global Fund III LP (“Lind”) upon conversion of a Senior Secured Convertible Promissory Note and exercise of warrants; |
| 4. | a proposal to approve, in accordance with Nasdaq Listing Rule 5635 (d), the issuance of shares of our common stock upon (a) conversion of outstanding shares of our Series A Convertible Preferred Stock and exercise of related warrants; all of which were issued to various non-insider investors between December 19, 2025 and March 12, 2026, and (b) the exercise of a Pre-Funded Warrant issued to an insider on December 22, 2025; |
| 5. | a proposal 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 A Convertible Preferred Stock and exercise of related warrants which were issued to an insider on April 15, 2026; |
| 6. | a proposal to approve, on a non-binding advisory vote, of the compensation payable to the Company’s named executive officers; and |
| 7. | To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals; and |
| 8. | To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board has fixed the close of business on August 10, 2026 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record of shares of our common stock and holders of our Series A Convertible Preferred Stock at the close of business on that date will be entitled to vote at the Annual Meeting. A list of the stockholders of record as of the close of business on August 10, 2026 will be available for inspection by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours, beginning ten days before the Annual Meeting and through the date of the Annual Meeting. You may email us at frank.orzechowski@nexttrip.com to coordinate arrangements to view the stockholder list.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Friday, October 9, 2026
Pursuant to the rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding Internet Availability of Proxy Materials (the “Internet Notice”) to our stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Internet Notice. The Internet Notice is being mailed to our stockholders on or about August 25, 2026. The Notice contains instructions for accessing and reviewing our proxy materials and submitting a proxy. Our proxy materials were made available athttps://edge.media-server.com/mmc/go/NXTP2026AGM on the date that we first mailed or delivered the Internet Notice. The Internet Notice also contains instructions on how to request our proxy materials in printed form or by email, at no charge. The Internet Notice contains a control number that you will need to submit a proxy to vote your shares.
We cordially invite you to virtually attend the Annual Meeting. Your vote is important no matter how large or small your holdings in the Company may be. If you do not expect to be present at the Annual Meeting virtually, you are urged to promptly complete, date, sign and return the proxy card you receive or submit your vote using another method included in the proxy card. If you hold your shares beneficially in street name through a nominee, you should follow the instructions you receive from your nominee to vote these shares. Please review the instructions on each of your voting options described in the proxy materials you can access pursuant to the instructions in the Internet Notice. This will not limit your right to virtually attend or vote at the Annual Meeting but will help to secure a quorum and avoid added solicitation costs. You may revoke your proxy at any time before it has been voted at the Annual Meeting.
Even if you plan to attend the virtual Annual Meeting, we request that you submit a proxy by following the instructions provided in the proxy materials you can access pursuant to the instructions in the Internet Notice as soon as possible in order to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors,
NextTrip, Inc.
/s/ William Kerby
William Kerby
Chief Executive Officer
Sunrise, Florida
August 21, 2026
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS PROVIDED IN THE NOTICE.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE ANNUAL MEETING | 1 |
|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 11 |
| PROPOSAL 3: APPROVAL IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D), THE ISSUANCE OF MORE THAN AN AGGREGATE OF 19.99% OF THE OUTSTANDING SHARES UPON CONVERSION OF A SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND EXERCISE OF WARRANTS | 12 |
| PROPOSAL 4: APPROVAL IN ACCORDANCE WITH NASDAQ LISTING RULE 5635 (D), THE ISSUANCE OF (A) SHARES TO CERTAIN NON-INSIDER INVESTORS OF OUR COMMON STOCK UPON CONVERSION OF OUTSTANDING SHARES OF OUR SERIES A CONVERTIBLE PREFERRED STOCK AND EXERCISE OF RELATED WARRANTS, AND (B) THE EXERCISE OF A PRE-FUNDED WARRANT ISSUED TO AN INSIDER ON DECEMBER 22, 2025 | 15 |
| PROPOSAL 5: APPROVAL IN ACCORDANCE WITH NASDAQ LISTING RULE 5635 (C), THE ISSUANCE OF SHARES TO AN INSIDER OF OUR COMMON STOCK UPON CONVERSION OF OUTSTANDING SHARES OF OUR SERIES A CONVERTIBLE PREFERRED STOCK AND EXERCISE OF RELATED WARRANTS | 17 |
| PROPOSAL 6: APPROVAL ON A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAYABLE TO THE COMPANY’S NAMED EXECUTIVE OFFICERS | 18 |
| PROPOSAL 7: ADJOURNMENT OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL VOTES | 19 |
| BOARD MATTERS AND CORPORATE GOVERNANCE | 20 |
| DIRECTOR COMPENSATION | 26 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 28 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 40 |
| TRANSACTIONS WITH RELATED PERSONS | 42 |
| INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON | 44 |
| OTHER MATTERS | 44 |
| MISCELLANEOUS | 44 |
| WHERE YOU CAN FIND MORE INFORMATION | 45 |
PROXY STATEMENT
FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 9, 2026
This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of NextTrip, Inc., a Nevada corporation (the “Company,” “NextTrip,” “we” or “us”), for use at the 2027 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), to be held on Friday, October 9, 2026, at 1:00 p.m. Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. In order to virtually attend the Annual Meeting, you must register at https://edge.media-server.com/mmc/go/NXTP2026AGM by 11:59 p.m. Eastern Time on October 8, 2026. You will not be able to attend the Annual Meeting in person. Stockholders virtually attending the Annual Meeting will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to join us and participate online. We recommend that you log in a few minutes before 1:00 p.m. Eastern Time, on October 9, 2026 to ensure you are logged in when the Annual Meeting starts. For further information, please see the Questions and Answers about the Annual Meeting beginning on the second page of this Proxy Statement.
On or about August 25, 2026, we are mailing the Internet Notice which contains instructions for accessing and reviewing our proxy materials and submitting a proxy as well as providing access to our Form 10-K.
Only stockholders of record at the close of business on August 10, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record of shares of our common stock and holders of our Series A Convertible Preferred Stock (“Series A Preferred”) at the close of business on that date will be entitled to vote at the Annual Meeting. Shares cannot be voted at the Annual Meeting unless the holder thereof is present or represented by proxy.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.