{"url_path":"/sec/ntrp/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/788611/0001493152-26-034192-index.html","accession_number":"0001493152-26-034192","cik":"0000788611","ticker":"NTRP","issuer_name":"NextTrip, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/788611/0001493152-26-034192-index.html","primary_entity_key":"0000788611","primary_entity_name":"NextTrip, Inc."},"word_count":1417,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 21, 2026, NextTrip, Inc., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”)\nwith Lind Global Fund III LP, a Delaware limited partnership (“Lind”). Under the SPA, subject to the satisfaction of certain\nclosing conditions, the Company will receive $4,000,000 in funding from Lind in exchange for the issuance to Lind of a Senior Secured\nConvertible Promissory Note in the principal amount of $4,600,000 (the “Lind Note”) and a Common Stock Purchase Warrant for\nthe purchase of 1,030,928 shares of our common stock at a price of $3.88 per share, subject to adjustment, and exercisable for five years\n(the “Lind Warrant” and, together with the Lind Note, the “July Securities”). As additional consideration to\nLind, the Company has agreed to pay a commitment fee in the amount of $120,000, which shall be paid by deduction from the funding to be received.\nThe SPA contains customary representations and warranties of the Company and Lind, indemnification obligations of the Company, termination\nprovisions, and other obligations and rights of the parties.\n\n \n\nThe\nLind Note, which does not accrue interest, shall be repaid in 14 consecutive monthly installments in the amount of $328,571 beginning\n120 days from the issuance date. While the Lind Note is outstanding, Lind may elect with respect to no more than two monthly payments\nto increase the amount of such monthly payment up to $750,000, upon notice to the Company. The monthly payments due under the Lind Note\nmay be made by the issuance of common stock valued at the Repayment Share Price (as defined below), cash in an amount equal to 1.04 times\nthe required payment amount, or a combination of cash and shares of our common stock. The “Repayment Share Price” is defined\nin the Lind Note as 90% of the average of the five lowest daily volume weighted average prices of one share of the Company’s common\nstock during the 20 trading days prior to the payment date. The Lind Note sets forth certain conditions that must be satisfied before\nthe Company may make any monthly payments in shares of common stock.\n\n \n\nThe\nLind Note may be converted by Lind from time to time at a price of $3.88 per share, (the “Conversion Price”). The Conversion\nPrice is subject to adjustments from customary corporate events such as splits and stock dividends. In addition, except for Exempted\nSecurities (as defined in the Note), in the event that the Company issues any additional shares of Common Stock or securities convertible\ninto or exercisable for such shares at an effective price below the then Conversion Price, the Conversion Price will be reduced to such\neffective price. The dollar amount of any conversions by Lind will be applied toward upcoming Lind Note payments in reverse chronological\norder. The Lind Note may be prepaid in whole upon written notice on any business day after the earlier to occur of (i) the resale registration\nstatement for the shares underlying the Lind Note being declared effective by the Securities and Exchange Commission or (ii) the date\nthat the shares issued pursuant to conversion of the Lind Note may be immediately resold under Rule 144 without restriction on the number\nof shares to be sold or the manner of sale; but in the event of a prepayment notice, Lind may convert up to one-third of principal amount\ndue at the lesser of the Repayment Share Price or the Conversion Price.\n\n \n\n2\n\n \n\n \n\nIssuance\nof shares of common stock upon repayment or conversion of the Lind Note (the “Note Shares”) and upon exercise of the Lind\nWarrant (the “Warrant Shares”) is subject to an ownership limitation equal to 4.99% of the Company’s outstanding shares\nof common stock; provided that such limitation may be increased to up to 9.99% (and may, for the avoidance of doubt, also be decreased\nto 4.99%) pursuant to the terms of the SPA. Additionally, the issuance in the aggregate of any Note Shares and Warrant Shares in excess\nof 19.99% of the outstanding common stock shall be subject to stockholder approval in accordance with Nasdaq Listing Rule 5635(d).\n\n \n\nUpon\nthe occurrence of any Event of Default (as defined in the Lind Note), the Lind Note will become immediately due and payable and the Company\nmust pay Lind an amount equal to 120% of the then outstanding principal amount of the Note, in addition to any other remedies under the\nLind Note or the other Transaction Documents. Events of Default include, among others, failure of the Company to make any Note payment\nwhen due, a default in any indebtedness or adverse judgements in excess of threshold amounts, the failure of the Company to instruct\nits transfer agent to issue unlegended certificates in certain circumstances, the Company’s shares of common stock no longer being\npublicly traded or listed on a national securities exchange, any stop order or trading suspension restricting the trading in the Company’s\ncommon stock for a specified period, the announcement or consummation of a Change of Control (as defined in the SPA), the failure to\nfile reports or filings required by the SEC, and the Company’s market capitalization falling below a threshold amount for a specified\nperiod, each as defined in the Lind Note.\n\n \n\nThe\nLind Note contains certain negative covenants, including restricting the Company from the sale of assets and the sale of variable rate\nsecurities other than issuances pursuant to an ATM Agreement. Additionally, unless waived by Lind, the Company shall be required to utilize\na portion of the proceeds from certain specified debt or equity transactions and asset sales to repay the outstanding principal amount\ndue under the Lind Note.\n\n \n\nThe\nCompany’s obligations under the Lind Note are secured by a first-priority security interest in all of its assets pursuant to the\nterms of a security agreement (the “Security Agreement”), in favor of Lind. The Company has also entered into a pledge agreement,\n(the “Pledge Agreement”) in favor of Lind with respect to the equity that it holds in its subsidiaries. In addition, the\nCompany’s subsidiaries have guaranteed all of the obligations of the Company pursuant to the terms of the guaranty (the “Guaranty”),\nand the Company and one of its subsidiaries entered into a Pledge Agreement.\n\n \n\nThe\nLind Warrant may be exercised via cashless exercise in the event there is no effective registration statement covering the shares of\ncommon stock underlying the Lind Warrant.\n\n \n\nThe\nsale of the Lind Note and Lind Warrant and the terms of the offering are set forth in the SPA, the Lind Note, the Lind Warrant, the Security\nAgreement, the Guaranty and the Pledge Agreement (collectively, the “Transaction Documents”).\n\n \n\nBased\nin part upon the representations of Lind in the SPA, the offering and sale of the securities was made in reliance on the exemption afforded\nby Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state\nsecurities or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities\nlaws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration\nrequirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.\n\n \n\nPursuant\nto the SPA, the Company agreed to file a registration statement within 30 days of the closing to register for resale all of the Note\nShares and Warrant Shares issued to Lind in the offering.\n\n \n\nThe\nforegoing description of the SPA, Lind Note, the Lind Warrant, the Security Agreement, the Guaranty and the Pledge Agreement is qualified\nby reference to the full text of the forms of such Transaction Documents, which are filed as exhibits to this Current Report on Form\n8-K (this “Report”) and incorporated herein by reference.\n\n \n\nNeither\nthis Report, nor any exhibit filed hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.\nSuch disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s\nsecurities in any state in which such offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered\nunder the Securities Act, and may not be offered or sold absent registration or an applicable exemption from the registration requirements\nunder the Securities Act and applicable state securities laws.\n\n \n\n3"}