Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): July 17, 2024

 

NextTrip, Inc.

 

(Exact name of registrant as specified in its charter)

 

Nevada		001-38015		27-1865814
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. 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: [phone]

 

 

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 (see General Instruction A.2. below):

 

☐	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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

As previously disclosed in that Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2024 by NextTrip, Inc. (the “Company”), on June 17, 2024, the Company received a notification letter (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended February 29, 2024 (the “Form 10-K”).

 

On July 17, 2024, the Company received an additional notification letter (the “Additional Notice,” and together with the Initial Notice, the “Notices”) from Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended May 31, 2024 (the “Form 10-Q”), and because the Company remains delinquent in filing the Form 10-K, the Company remains noncompliant with the Rule.

 

Neither of the Notices have an immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.

 

The Notices require the Company to either file the delinquent Form 10-K and Form 10-Q with the Commission or submit a plan to regain compliance with the Rule by August 16, 2024. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the Form 10-K’s due date, or until December 10, 2024, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel under Nasdaq Listing Rule 5815.

 

The Company currently intends to either file the delinquent Form 10-K and Form 10-Q with the Commission or submit a plan to regain compliance to Nasdaq that outlines, as definitively as possible, the steps the Company will take to promptly file the Form 10-K and the Form 10-Q and regain compliance, by August 16, 2023, the deadline. If the Company does not regain compliance within the allotted compliance period, including any exception period that may be granted by Nasdaq after submission of a plan to regain compliance, if applicable, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Rule, secure an exception of 180 calendar days from the Form 10-K’s due date to regain compliance, or maintain compliance with other Nasdaq listing requirements.

 

Item 7.01. Regulation FD Disclosure.

 

July 19, 2024, the Company issued a press release regarding its receipt of the Additional Notice. A copy of the foregoing press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

 

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

This Current Report, including Exhibit 99.1, contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release of NextTrip, Inc., dated July 19, 2024.
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.

 

Date: July 19, 2024	NEXTTRIP, INC.
	By:	/s/ William Kerby
		William Kerby
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

NextTrip, Inc. Receives Nasdaq Notification Regarding Late 10-Q Filing and Continued Listing Requirements

 

SUNRISE, FL — July 19, 2024 — NextTrip, Inc. (NASDAQ:NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a travel technology company, received a notice (the “Notice”) from the listing qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) on July 17, 2024 stating the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1), as a result of not having timely filed its Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2024. Additionally, the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended February 29, 2024. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”).

 

As previously disclosed, the Company received a notification letter from Nasdaq on June 17, 2024 due to its failure to timely file its Annual Report on Form 10-K for the fiscal year ended February 29, 2024 with the SEC.

 

The Nasdaq notification letters have no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.

 

The Nasdaq notification letters provide that the Company has until August 16, 2024, to either file its delinquent Annual and Quarterly Reports with the SEC or submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts the plan, Nasdaq may grant an exception of up to 180 calendar days from the Annual Report’s due date, or until December 10, 2024, for the Company to regain compliance. If the Company does not regain compliance within the allotted compliance period, including any exception period that may be granted by Nasdaq after submission of a plan to regain compliance, if applicable, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel under Nasdaq Listing Rule 5815(a).

 

The Company currently intends to file the delinquent Annual and Quarterly Reports with the SEC, or, if it is unable to do so, submit a plan to regain compliance to Nasdaq by the August 16, 2023 deadline.

 

There can be no assurance that the Company will regain compliance with Nasdaq Listing Rule 5250(c)(1), secure an exception of 180 calendar days from the Annual Report’s due date to regain compliance, or maintain compliance with other Nasdaq listing requirements.

 

This announcement is made in compliance with Nasdaq Listing Rule 5250(b)(2).

 

For additional information regarding the Nasdaq notifications, please see the current report Form 8-K the company filed with the SEC today, which is available at sec.gov.

 

About NextTrip

 

NextTrip (NASDAQ: NTRP) is a technology-driven platform delivering innovative travel booking and travel media solutions. NextTrip Leisure provides individual and group travelers with vacations to the most popular and sought-after destinations in Mexico, the Caribbean and across the world. NextTrip Media platform - Travel Magazine offers a social media platform for viewers to explore, educate and share with friends their “bucket list” travel. Additionally, NextTrip is launching an end-to-end content ecosystem that uses AI assisted travel planning to capture advertising, building brand awareness, rewarding loyalty and driving bookings. For more information and to book a trip, visit www.nexttrip.com.

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including continuing risks relating to the recent acquisition of NextTrip. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, our need for additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern; our ability to file the Quarterly and Annual Reports within the period provided by Nasdaq to do so, and/or timely submit an acceptable plan to regain compliance with the Nasdaq continued listing rules within the periods provided by Nasdaq; our ability to timely file our subsequent periodic reports with the SEC; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; post-closing matters related to our acquisition of NextTrip Holdings, Inc.; changes in domestic and foreign business, market, financial, political and legal conditions; unanticipated conditions that could adversely affect the combined company or the expected benefits of the acquisition; and disruption and volatility in the global currency, capital, and credit markets. NextTrip disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise, except as required by applicable law. For additional information regarding risks and uncertainties that could impact NextTrip’s forward-looking statements, please see disclosures contained in the Definitive Proxy Statement filed with the SEC on December 1, 2023, the S-1 Registration Statement filed with the SEC on April 8, 2024 and our other filings with the SEC which may be viewed at www.sec.gov.

 

Investor Contact

 

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

[e-mail]

www.mzgroup.us

 

 

Cover	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2024
Entity File Number	001-38015
Entity Registrant Name	NextTrip, Inc.
Entity Central Index Key	0000788611
Entity Tax Identification Number	27-1865814
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3900 Paseo del Sol
Entity Address, City or Town	Santa Fe
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87507
City Area Code	(505)
Local Phone Number	438-2576
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NTRP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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