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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 3, 2026 (February 2, 2026)
NextTrip,
Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
001-38015 |
|
27-1865814 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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)
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. ☐
Item
1.01 Entry into a Material Definitive Agreement
Asset
Purchase Agreement
On
February 2, 2026, NextTrip, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”)
with The Corporation for Travel Promotion , doing business as “Brand USA” (“Seller”) pursuant to which, subject
to the terms and conditions set forth in the Purchase Agreement, the Company agreed to purchase select content, brand rights and distribution
assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations
across the United States, and to assume certain liabilities of Seller.
The
aggregate consideration under the Purchase Agreement is $350,000 in cash plus restricted shares of the Company (the “Shares”)
with a value of $350,000 based on the weighted average price of the Shares for the twenty consecutive trading days ending on (and including)
the trading day that is two trading days prior to the closing of the transaction. In addition, the Company will pay to Seller a royalty
equal to 15% of the Company’s gross advertising revenue received by the Company during the period beginning on the closing date
and ending on the third anniversary of the closing date from the exploitation by the Company of the content rights in existing content
on the GoUSA TV FAST channels. The Company has also agreed, for a three year period beginning on the closing date, to pay a royalty of
1% for every $100,000 in destination booking revenue generated by the Company after the closing date with respect to bookings that are
directly attributed to the content included in the Assets, including the existing catalogue acquired at the closing and any future original
productions created by Seller and distributed to the Company. The royalty is payable quarterly with a minimum payment of $30,000 per
quarter.
The
foregoing description of the Purchase Agreement is not complete and is subject to and qualified in its entirety by reference to the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this Current report on Form 8-K and is incorporated by reference
Item
2.01 Completion of Acquisition or Disposition of Assets
The
purchase of the Assets closed on February 2,2026. The information included in Item 1.01 above is incorporated by reference into this
Item 2.01
Item
3.02 Unregistered Sales of Equity Securities.
The
information in Item 1.01 regarding the issuance of the Shares is hereby incorporated herein by reference.
The
Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws, and were issued to Seller in a transaction exempt from registration under the Securities Act in reliance upon the exemption from
registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Shares
constitute “restricted securities” within the meaning of Rule 144 under the Act.
Item
7.01 Registration FD Disclosure
On
February 3, 2026, the Company issued a press release announcing the closing of the Purchase Agreement. The press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 10.1 |
|
Purchase Agreement |
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL Document) |
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.
| |
|
NEXTTRIP,
INC. |
| |
|
|
| Date: |
February
3, 2026 |
By: |
/s/
William Kerby |
| |
|
Name: |
William Kerby Title: Chief Executive Officer |
