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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
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: (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 (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.
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
NTRP@mzgroup.us
www.mzgroup.us
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