NextTrip, Inc. — Board/Management Information 2025

Jan 27, 2025

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2025

Field: Rule-Page

Field: /Rule-Page

NextTrip, Inc.

(Exact name of Registrant as Specified in Its Charter)

Field: Rule-Page

Field: /Rule-Page

Nevada	001-38015	27-1865814
(State or Other Jurisdiction	(Commission	( IRS Employer
of Incorporation)	File Number )	Identification No. )

| 3900
Paseo del Sol | |
| --- | --- |
| Santa
Fe , New
Mexico | 87507 |
| (Address of Principal Executive
Offices) | (Zip Code) |

Registrant’s Telephone Number, Including Area Code: (505) 438-2576

(Former Name or Former Address, if Changed Since Last Report)

Field: Rule-Page

Field: /Rule-Page

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading
Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.001 per share | NTRP | The
Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 5.08 Shareholder Director Nominations.

The Board of Directors of NextTrip, Inc. (the “Company”) has established February 27, 2025 as the date of the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”). The Annual Meeting date, the record date for the Annual Meeting and detailed information regarding the proposals to be presented at the Annual Meeting will be set forth in our Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission (“SEC”). Since the Annual Meeting will take place more than 30 following the anniversary of the Company’s last Annual Meeting of Stockholders, the due dates for the submission of any qualified shareholder proposal or qualified shareholder nominations under applicable SEC rules and our Amended and Restated Bylaws (the “Bylaws”) listed in our Definitive Proxy Statement on Schedule 14A for our last annual meeting of stockholders, filed with the SEC on December 1, 2023, are no longer applicable. Such nominations or proposals, including any notice on Schedule 14N, are now due to be received by the company no later than four calendar days following the date of this Current Report on Form 8-K and must comply with all of the applicable requirements set forth in the rules and regulations of under the Securities Exchange Act of 1934, as amended, and the Bylaws.

Field: Page; Sequence: 2

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| By: | NEXTTRIP,
INC. — /s/
William Kerby |
| --- | --- |
| Name: | William
Kerby |
| Title: | Chief
Executive Officer |

Field: Page; Sequence: 3; Options: Last

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJxFjVEKwjAQRE/QOyz5Fk0DReinRUWsUoqIv9FuJdhmyyZWPZK3NLaIy8KyzLwZISZiTSvTIMNpUeZwwLZrtEcosUZGe8HgyDbbFMIt8WqcZ2398P7AjAKDgUmmKjkHYbD2xmGVgoxnaj5TCUiVJhKKnYi+eka2NhVab3QD2lZQMHVs0Gt+jQkH/SRL7WuoOiI7QzaFeCpH+Q1Kxgr21OsH8c1BnmcimgwTiTXTvQuu5dOj/ZKwbLANdW6k/xt9AAfRSo4=