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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): December 9, 2024
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. |
On
December 9, 2024, the Company and NextTrip Holdings, Inc. (“NTH”), via William Kerby as its shareholder representative, entered
into a forbearance agreement (the “Forbearance Agreement) related to the issuance of certain contingent shares (the “Contingent
Shares”) of Company common stock issuable upon NTH earning certain milestones as provided in that certain share exchange agreement
(the “Share Exchange Agreement”) entered into by and among the Company, NTH and NextTrip Group, LLC (“NTG”),
the sole stockholder of NTH, and the NTH shareholder representative, pursuant to which the Company acquired 100% of NTH (the “Acquisition”)
in exchange for shares of Company common stock, which we refer to as the “Exchange Shares”. As a result, NTH became a wholly
owned subsidiary of the Company as of December 29, 2023 (the “Closing Date”). Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Share Exchange Agreement.
Upon
the closing of the Acquisition, the members of NTG, which we refer to collectively as the NTG Sellers, were issued a number of Exchange
Shares equal to 19.99% of the Company’s issued and outstanding shares of common stock immediately prior to the Closing Date. Under
the Share Exchange Agreement, the NTG Sellers are also entitled to receive additional Contingent Shares, subject to NTH’s achievement
of future business milestones specified in the Share Exchange Agreement as follows:
| Milestone |
|
Date
Earned |
|
Contingent
Shares |
| Launch
of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase
1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business. |
|
As
of a date six months after the closing date |
|
1,450,000
Contingent Shares |
| |
|
|
|
|
| Launch
of NTH’s group travel booking platform and signing of at least five (5) entities to use the groups travel booking platform. |
|
As
of a date nine months from the closing date (or earlier date six months after the closing date) |
|
1,450,000
Contingent Shares |
| |
|
|
|
|
| Launch
of NTH’s travel agent platform and signing up of at least 100 travel agents to the platform (which calculation includes individual
agents of an agency that signs up on behalf of multiple agents). |
|
As
of a date 12 months from the closing date (or earlier date six months after the closing date) |
|
1,450,000
Contingent Shares |
| |
|
|
|
|
| Commercial
launch of PayDelay technology in the NXT2.0 system. |
|
As
of a date 15 months after the closing date (or earlier date six months after the closing date) |
|
1,650,000
Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition |
Pursuant
to Section 2.3(b)(vi) of the Share Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable under
Section 2.3 is to be determined by the Company and NTH on a mutually agreeable date (each a “Milestone Payment Determination Date”)
no later than thirty (30) days following notice by NTH to the Company that such Milestone Event has been met. If Contingent Shares are
determined to be issuable under this Section, the Company is required to issue such additional Contingent Shares within 60 days following
each Milestone Payment Determination Date.
To
date, no Contingent Shares have been issued. NTH believes, and the Company does not dispute, that 3 of the 4 milestones have been met
as of the date hereof but that, as a result of delays with the Company’s Form S-1 registration statement and the Company’s
pending initial listing application with Nasdaq (the “Regulatory Delays”), NTH has not sent formal notice to the Company
because doing so without the approval of Nasdaq’s initial listing application could trigger a delisting and suspension of trading
of the Company’s common stock on Nasdaq.
Due
to the indefinite delays caused by regulatory matters and NTH desire to receive the Contingent Shares earned to date, NTH has expressed
an intent to the Company to deliver formal notice that such Milestone Events have been met. However, due to the fact that such issuance
could trigger consequences to all Parties involved, NTH, through the NTH Representative, and the Company have negotiated this Forbearance
Agreement, whereby NTH agrees to forbear from issuing the Milestone Payment Determination Date notice until January 31, 2025 or earlier
in the event of a default (the “Forbearance Expiration Date”) in exchange for an agreement by the Company that, if such Nasdaq
initial listing application is not approved by such date that, (i) all such earned Contingent Shares will be issued withing five (5)
business days of the Forbearance Expiration Date and (ii) all such board appointment rights will be exercised and such members will be
approved within five (5) business days of the Forbearance Expiration Date.
The
Company has filed the Forbearance Agreement as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing disclosure is qualified
in its entirety by reference thereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
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: |
December
13, 2024 |
|
By: |
/s/
William Kerby |
| |
|
|
Name: |
William
Kerby |
| |
|
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
FORBEARANCE
AGREEMENT
This
FORBEARANCE AGREEMENT (the “Agreement”), dated as of December 9, 2024, is by and among NextTrip Holdings, Inc. (“Holdings”)
via William Kerby, in the capacity as the representative of Holdings shareholders (the “Holdings Representative”)
and NextTrip, Inc. (fka Sigma Additive Solutions, Inc.) (the “Company”). Holdings and the Company are collectively
referred to herein as the “Parties.” Capitalized terms not defined herein shall have the meaning prescribed in that
certain Share Exchange Agreement described below.
RECITALS
A.
On October 12, 2023, the Company entered into a Share Exchange Agreement with Holdings and NextTrip Group, LLC (“Group”),
the sole stockholder of Holdings and the Holdings Representative, pursuant to which the Company acquired 100% of Holdings (the “Acquisition”)
in exchange for shares of Company common stock, which we refer to as the “Exchange Shares”. As a result, Holdings
became a wholly owned subsidiary of the Company as of December 29, 2023 (the “Closing Date”).
B. Upon
the closing of the Acquisition, the shareholders of Group, which we refer to collectively as the Group Sellers, were issued a number
of Exchange Shares equal to 19.99% of the Company’s issued and outstanding shares of common stock immediately prior to the Closing
Date. Under the Share Exchange Agreement, the Group Sellers are also entitled to receive additional shares of Company common stock, referred
to as the “Contingent Shares”, subject to Holdings’ achievement of future business milestones specified in the
Share Exchange Agreement as follows:
| Milestone |
|
Date
Earned |
|
Contingent
Shares |
| Launch
of Holdings’ leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase
1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business. |
|
As
of a date six months after the closing date |
|
1,450,000
Contingent Shares |
| |
|
|
|
|
| Launch
of Holdings’ group travel booking platform and signing of at least five (5) entities to use the groups travel booking platform. |
|
As
of a date nine months from the closing date (or earlier date six months after the closing date) |
|
1,450,000
Contingent Shares |
| |
|
|
|
|
| Launch
of Holdings’ travel agent platform and signing up of at least 100 travel agents to the platform (which calculation includes
individual agents of an agency that signs up on behalf of multiple agents). |
|
As
of a date 12 months from the closing date (or earlier date six months after the closing date) |
|
1,450,000
Contingent Shares |
| |
|
|
|
|
| Commercial
launch of PayDelay technology in the NXT2.0 system. |
|
As
of a date 15 months after the closing date (or earlier date six months after the closing date) |
|
1,650,000
Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition |
C. Pursuant
to Section 2.3(b)(vi) of the Share Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable under
Section 2.3 is to be determined by the Company and Holdings on a mutually agreeable date (each a “Milestone Payment Determination
Date”) no later than thirty (30) days following notice by Holdings to the Company that such Milestone Event has been met. If
Contingent Shares are determined to be issuable under this Section, the Company shall issue such additional Contingent Shares within
60 days following each Milestone Payment Determination Date.
D. Holdings
believes, and the Company does not dispute, that 3 of the 4 milestones have been met as of the date hereof but that, as a result of delays
with the Company’s S-1 registration statement and the pending initial listing application with Nasdaq (the “Regulatory
Delays”), Holdings has not sent formal notice to the Company because doing so without the approval of Nasdaq’s initial
listing application would trigger a delisting and suspension of trading of the Company’s common stock on Nasdaq
E. Due
to the indefinite delays caused by regulatory matters and Holdings desire to receive the Contingent Shares earned to date, Holdings has
expressed an intent to the Company to deliver formal notice that such Milestone Events have been met. However, due to the fact that such
issuance would trigger consequences to all Parties involved, Holdings, through the Holdings Representative, and the Company have negotiated
this Agreement, whereby Holdings agrees to forbear from issuing the Milestone Payment Determination Date notice until the Forbearance
Expiration Date in exchange for an agreement by the Company that, if such Nasdaq initial listing application is not approved by such
date that, (i) all such earned Contingent Shares will be issued withing five (5) business days of the Forbearance Expiration Date and
(ii) all such board appointment rights will be exercised and such members will be approved within five (5) business days of the Forbearance
Expiration Date.
F. As
provided in this Agreement, the Company has requested that Holdings agree to forbear from exercising its rights and remedies with respect
to said delays and Holdings is willing to so forbear from exercising its remedies subject to the terms and conditions herein.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Definitions.
The following terms shall have the following meanings as provided herein:
“Forbearance
Default” means (a) the delisting of the Company’s common stock from trading on the Nasdaq; or (b) the formal rejection
by the Nasdaq of the Company’s initial listing application, in each case, during the Forbearance Period.
“Forbearance
Expiration Date” shall mean the earlier to occur of (i) any Forbearance Default and (ii) January 31, 2025.
“Forbearance
Period” means the period of time commencing on the date hereof and shall automatically terminate on the Forbearance Expiration
Date.
2. Forbearance.
Subject to the terms and conditions set forth in this Agreement, during the Forbearance Period, provided that no Forbearance Default
occurs, Holdings will forbear from exercising its rights or remedies against the Company arising solely as a result of the Regulatory
Delays. From and after the Forbearance Expiration Date, Holdings shall be entitled to exercise all of its rights and remedies under the
Share Exchange Agreement, at law or in equity, without further notice. Nothing herein constitutes a waiver of the Regulatory Delays,
and the Company acknowledges that Holdings has not waived, and has not committed to waive, the Regulatory Delays, or any other defaults
under the Share Exchange Agreement. Additionally, Holdings is not obligated to forbear from exercising any rights or remedies with respect
to the Regulatory Delays following the termination of the Forbearance Period, or any other defaults at any time. In accordance with the
terms of this Agreement, Holdings hereby reserves all rights and remedies available to it.
3. Accuracy
of Recitals and Acknowledgement of Delays. The Company acknowledges:
(a) The
accuracy of the Recitals set forth above; and
(b) That
the Regulatory Delays exists under the Share Exchange Agreement and, but for the forbearance provided under this Agreement, Holdings
is entitled to exercise all of the rights and remedies contained in the Share Exchange Agreement and under applicable law.
4. Covenants.
In addition to any other covenant in the Share Exchange Agreement, the Company covenants with Holdings:
(a) Reporting
on Sale Process. During the Forbearance Period, at least twice a month, the Company shall (i) provide Holdings an update on the status
of the Regulatory Delays and (ii) allow Holdings to participate in calls with the Company’s board of directors and legal counsel.
The Company shall also provide Holdings with information, including but not limited to documentation, regarding the status of the Regulatory
Delays as reasonably requested by Holdings.
(b) Further
Assurances. The Company shall execute, deliver, and provide to Holdings such additional agreements, documents, and
instruments as reasonably requested by Holdings to effectuate the intent of this Agreement.
5. Costs
and Expenses. All costs and expenses incurred by the Company associated with this Agreement and the transactions and documents related
thereto will be paid by the Company. All reasonable costs and expenses actually incurred by Holdings associated with this Agreement and
the transactions and documents related thereto will be paid by Holdings.
6. Amendments.
No amendment or modification of any provision of this Agreement shall be effective without the written agreement of the Parties, and
no termination or waiver of any provision of this Agreement, or consent to any departure by the Company therefrom, shall in any event
be effective without the written concurrence of Holdings. Any waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it was given. No notice to or demand upon the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstances.
7. Binding
Effect. The Company understands and agrees that this Agreement is legally binding on and shall inure to the benefit of it and its
respective successors and assigns.
8. Entire
Agreement; Change; Discharge; Termination or Waiver. The Share Exchange Agreement, as modified by this Agreement, contains the entire
understanding and agreement of the Company and Holdings in respect of the Share Exchange Agreement and supersedes all prior representations,
warranties, agreements and understandings.
9. No
Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and no persons other than the undersigned
shall be entitled to claim or receive any benefit by reason of this Agreement.
10. Counterparts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of
the parties hereto may execute this Agreement signing any such counterpart. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery
of a manually executed counterpart of this Agreement.
11. Governing
Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to conflicts
of Laws principles. Each of the Parties submits to the jurisdiction of any state or federal court sitting in Delaware in any action or
proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard
and determined in any such court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding
so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. Any Party may
make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner
provided for the giving of notices in Section 11.3 of the Share Exchange Agreement. Nothing in this section, however, shall affect the
right of any Party to serve legal process in any other manner permitted by Law or at equity. Each Party agrees that a final judgment
in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided
by Law or at equity.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, Holdings and Company have executed this Agreement as of the date first above written.
| |
HOLDINGS: |
| |
|
| |
NextTrip
Holdings, Inc., |
| |
by
the NextTrip Holdings Inc. Representative: |
| |
|
|
| |
By: |
/s/ William
Kerby |
| |
Name:
|
William
Kerby |
| |
Title:
|
Shareholder
Representative |
| |
|
|
| |
COMPANY: |
| |
|
| |
NextTrip,
Inc. |
| |
|
|
| |
By: |
/s/ Frank
Orzechowski |
| |
Name:
|
Frank
Orzechowski |
| |
Title:
|
CFO |
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NextTrip (NASDAQ:NTRP)
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Von Nov 2024 bis Dez 2024
NextTrip (NASDAQ:NTRP)
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Von Dez 2023 bis Dez 2024
