NTRP 10-K & 10-Q changes, risk factors and insider trading
NextTrip, Inc. · Nasdaq · Transportation Services · CIK 788611 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“The Company received multiple notifications from Nasdaq staff (the “Staff”) in the year ended February 28, 2025 regarding non-compliance with continued listing requirements, including as a result of our stockholders’ equity falling below the $2,500,000 minimum requirement, the untimely filing of our Annual Report on Form 10-K for the fiscal year ended February 24, 2024 and our Quarterly Report on Form 10-Q for the first quarter ended May 31, 2024 and our failure to hold our annual meeting of stockholders within twelve months from the end of our fiscal year ended February 29, 2024. …”see in full comparison
“If we are unable to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, making it could be more difficult to buy or sell our securities and to obtain accurate quotations, and the price of our securities could suffer a material decline. Delisting could also impair our ability to raise capital.”see in full comparison
“As of May 28, 2025, there were warrants to purchase an aggregate of 3,122,772 shares of our common stock outstanding. Of such outstanding warrants, warrants to purchase an aggregate of 237,429 shares of our common stock contain so-called full-ratchet anti-dilution adjustments in the event we sell or issue shares of common stock or common stock equivalents at an effective price less than the exercise price of such warrants, subject to certain exceptions. …”see in full comparison
“Additionally, as of May 28, 2025, there were 3,388,875 shares of our preferred stock are outstanding, consisting of 316 shares of Series E Preferred Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788 shares of Series J Preferred Stock, 60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278 shares of Series M Preferred Stock, 500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750 shares of Series P Preferred Stock. …”see in full comparison
Our Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock and may determine the terms of future preferred stock offerings without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value of our outstanding common stock. In particular, specific rights granted to future holders of preferred stock may include voting rights, preferences as to dividends and liquidation, conversion, and redemption rights, sinking fund provisions, and restrictions on our ability to merge with or sell our assets to a third party. As of May 28,see in full comparison2025,2026,3,388,875558,737 shares of our preferred stock are outstanding, consisting of 150,000 shares of Series A Preferred Stock, 408,421 shares of Series B Stock, and 316 shares of Series E PreferredStock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788 shares of Series J Preferred Stock, 60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278 shares of Series M Preferred Stock, 500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750 shares of Series P PreferredStock.As a result, there is a possible negative effect on the market price of our common shares resulting from the public sale or perceived sale of common shares issuable upon conversion or exercise of these securities.
“Additionally, as of May 28, 2026, there were 558,737 shares of our preferred stock are outstanding, consisting of 150,000 shares of Series A Preferred Stock, 408,421 shares of our Series B Preferred Stock, and 316 shares of Series E Preferred Stock. The Series A Preferred Stock will automatically convert into shares of our common stock at such time, if ever, we received stockholder approval of such conversions in accordance with applicable Nasdaq rules.”see in full comparison
Full comparison: every changed paragraph (11)
●
cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as Russia’s
invasion of Ukraine and the ongoing military conflictconflicts in Israel,Israel and Iran, resulting sanctions imposed by the U.S. and other countries
and retaliatory
actions taken by sanctioned countries in response to such sanctions;
As
of February 28, 2025,2026, we had $9,936,153$13,076,958 in total assets, $2,571,086$7,315,557 in total liabilities, negative working capital of $105,577$761,004 and a
total accumulated deficit of $34,349,823.$50,597,419. We had a net loss applicable to common stockholders of $16,247,596 for the fiscal year ended
February 28, 2026, and $10,198,684 for the fiscal year ended February 28, 2025 and $7,339,276
for the fiscal year ended February 29, 2024.2025.
We
believeestimate that,that we will need to raise a minimum of $5.5 - $7.0 million in net proceeds to continue operations for the aggregate,next ittwelve could require several millions of dollarsmonths,
and to support and expand the marketing and development of our
products, repay debt obligations, provide capital expenditures for additional
equipment and development costs, payment obligations, office
space and systems for managing the business, and cover other operating costs
until our planned revenue streams from all products are
fully implemented and begin to offset its operating costs. We estimate that we will need to raise a minimum of $5.5 million in net proceeds
to continue operations for the next twelve months.
If we are unable to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, making it could be more difficult to buy or sell our securities and to obtain accurate quotations, and the price of our securities could suffer a material decline. Delisting could also impair our ability to raise capital.
The
Company received multiple notifications from Nasdaq staff (the “Staff”) in the year ended February 28, 2025 regarding non-compliance
with continued listing requirements, including as a result of our stockholders’ equity falling below the $2,500,000 minimum requirement,
the untimely filing of our Annual Report on Form 10-K for the fiscal year ended February 24, 2024 and our Quarterly Report on Form 10-Q
for the first quarter ended May 31, 2024 and our failure to hold our annual meeting of stockholders within twelve months from the end
of our fiscal year ended February 29, 2024. Although we believe that we have regained compliance with all applicable continued listing
requirements, there can be no assurance that we will continue to maintain such compliance. If we are unable to maintain compliance with
the continued listing requirements of Nasdaq, our common stock could be delisted, making it could be more difficult to buy or sell our
securities and to obtain accurate quotations, and the price of our securities could suffer a material decline. Delisting could also impair
our ability to raise capital.
In
order to raise additional capital, we may sell additional shares of our common stock, including pursuant to the Securities Purchase Agreement
we entered into with Alumni Capital LP (“Alumni”) on September 19, 2024, or other securities convertible into or exchangeable
for our common stock. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable
into common stock, in future transactions may be lower than the price per share that you paid for our common stock.
Additionally, as of May 28, 2026, there were 558,737 shares of our preferred stock are outstanding, consisting of 150,000 shares of Series A Preferred Stock, 408,421 shares of our Series B Preferred Stock, and 316 shares of Series E Preferred Stock. The Series A Preferred Stock will automatically convert into shares of our common stock at such time, if ever, we received stockholder approval of such conversions in accordance with applicable Nasdaq rules.
Additionally,
as of May 28, 2025, there were 3,388,875 shares of our preferred stock are outstanding, consisting of 316 shares of Series E Preferred
Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788 shares of Series J Preferred Stock,
60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278 shares of Series M Preferred Stock,
500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750 shares of Series P Preferred Stock.
A significant number of such shares of preferred stock will automatically convert into shares of our common stock at such time, if ever,
we received stockholder approval of such conversions in accordance with applicable Nasdaq rules. Conversion of such shares of preferred
stock into shares of our common stock by the holders thereof will result in significant dilution to holders of shares of our common stock.
As of May 28, 2026, there were warrants to purchase an aggregate of 4,957,011 shares of our common stock outstanding, which if exercised, would result in significant dilution to holders of our shares of common stock.
As of May 28, 2025, there were warrants to purchase an aggregate of 3,122,772
shares of our common stock outstanding. Of such outstanding warrants, warrants to purchase an aggregate of 237,429 shares of our common stock contain so-called full-ratchet
anti-dilution adjustments in the event we sell or issue shares of common stock or common stock equivalents at an effective price less
than the exercise price of such warrants, subject to certain exceptions. Of these warrants, warrants with an aggregate exercise price
of $717,036 also provide for a ratable increase in the number of shares purchasable upon exercise of the warrants in the event the exercise
price per share of the warrants is reduced. The anti-dilution adjustments of the foregoing outstanding warrants would be triggered by future issuances
of shares of our common stock at a price per share below the then-exercise price of such warrants, which adjustments would have a further
dilutive effect on our stockholders.
Our
Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock and may determine the terms of future preferred
stock offerings without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value
of our outstanding common stock. In particular, specific rights granted to future holders of preferred stock may include voting rights,
preferences as to dividends and liquidation, conversion, and redemption rights, sinking fund provisions, and restrictions on our ability
to merge with or sell our assets to a third party. As of May 28, 2025,2026, 3,388,875558,737 shares of our preferred stock are outstanding, consisting
of 150,000 shares of Series A Preferred Stock, 408,421 shares of Series B Stock, and 316 shares of Series E Preferred Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788
shares of Series J Preferred Stock, 60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278
shares of Series M Preferred Stock, 500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750
shares of Series P Preferred Stock. As a result, there is a possible negative effect on the market price of our common shares resulting
from the public sale or perceived sale of common shares issuable upon conversion or exercise of these securities.
Management's Discussion & Analysis (MD&A)
New heading “Going Concern — Substantial Doubt and Management’s Plans”
New heading “Sources of Liquidity”
New heading “MIP Line of Credit (related party)”
New heading “December 2025 Armistice Capital Private Placement”
New heading “November 2025 Private Placement”
New heading “July 2025 KCGM Common Stock Issuance and December 2025 Exchange for Pre-Funded Warrant (related party)”
New heading “Chief Executive Officer Compensation Deferral (related party)”
New heading “Series A Convertible Preferred and Series Q Preferred Offerings”
New heading “1800 Diagonal Lending Notes”
New heading “Material Cash Requirements”
New heading “Cash Flow Analysis”
New heading “Known Trends, Demands, Commitments, and Uncertainties”
New heading “Subsequent Events”
New heading “March 24, 2026 — 1800 Diagonal Lending Note”
New heading “March 25, 2026 — Donald P. Monaco Insurance Trust Short-Term Promissory Note (related party)”
New heading “April 15, 2026 — Series A Convertible Preferred Stock Sale to KC Global Media Asia, LLC (related party)”
New heading “May 6, 2026 — Helena Global Series B Preferred Private Placement”
New heading “May 6, 2026 — Common Stock Sale to a Private Investor”
New heading “May 8, 2026 — Common Stock Sale to KC Global Media Asia, LLC (related party)”
New heading “Critical Accounting Estimates”
Removed heading “Cost of Revenue”
Removed heading “Operating Expenses”
Removed heading “Salaries and Benefits”
Removed heading “Stock Based Compensation”
Removed heading “Loss on Promissory Note Receivable”
Removed heading “General and Administrative Expense”
Removed heading “Sales and Marketing Expense”
Removed heading “Professional Service Fees”
Removed heading “Organization Costs”
Removed heading “Depreciation and Amortization”
Removed heading “Net Loss from Continuing Operations”
Removed heading “Net Gain from Discontinued Operations”
Removed heading “Net Loss Applicable to Common Shareholders”
Largest changes
“Receivables from NextPlay under the promissory note, as described in Note 1 – Business Description and Going Concern in the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report, were $0 and $1,000,000 at February 28, 2025 and February 29, 2024, respectively. …”see in full comparison
“On May 6, 2025, we entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”), which is controlled by Donald P. Monaco, the Chairman of our Board of Directors. Mr. Monaco serves as Managing General Partner of MIP and, in that capacity, controls MIP. The MIP Line of Credit provides a $3,000,000 revolving credit facility. Advances may be requested from time to time through May 31, 2027 (the maturity date) and bear simple interest at 12% per annum, calculated from the date of each advance. …”see in full comparison
“The loss of $1,000,000 on the NextPlay promissory note receivable for the year ended February 28, 2025 is attributable to reserving the remaining balance on the outstanding promissory note receivable from NextPlay. Management has determined that, since NextPlay is in involuntary bankruptcy proceedings and is also in default on the note repayment, collectability of the related party receivable as of February 28, 2025 is uncertain.”see in full comparison
“On September 26, 2025 and October 24, 2025, we issued short-term promissory notes to 1800 Diagonal Lending LLC in the principal amounts of $269,000 and $196,000, respectively, with original issue discounts of $37,000 and $27,000 and one-time interest charges of 13% applied to principal on the issuance dates. The September note is payable in five installments, with the first installment of $151,986 due on March 30, 2026 and four equal subsequent installments of $37,996 due on the 30th of each of the next four months. …”see in full comparison
“Management’s conclusion. Although management believes that its plans, if successfully executed, would provide sufficient liquidity to fund operations for the next twelve months, these plans are not entirely within the Company’s control. The ability to consummate additional financings on acceptable terms, generate sufficient revenue from acquired businesses, and otherwise execute on management’s plans cannot be considered probable as of the issuance date of these financial statements. …”see in full comparison
“On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550. The note includes an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,010.52 due on September 30, 2026 and four equal subsequent installments of $25,502.62 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. …”see in full comparison
Full comparison: every changed paragraph (172)
NextTrip, Inc. is an early-stage, technology-forward travel and media company operating at the intersection of premium video content and online travel commerce. Our strategy is to bring together premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into a single, integrated ecosystem that guides consumers across the full travel journey—from inspiration and discovery, through planning, to booking and post-sale servicing. We refer to this integrated model as our “Watch. Scan. Book. Go.” content-to-commerce strategy.
We operate and report our business in two segments—Travel and Media—that are designed to function as a single, mutually reinforcing ecosystem. Our Media segment builds awareness and audience scale, generates advertising revenue, and channels high-intent travel consumers into our Travel segment, where those consumers transact through our proprietary booking platforms. The discussion that follows in this Item 7 should be read together with the more detailed description of our business in Part I, Item 1 (Business), the risk factors in Part I, Item 1A (Risk Factors), and our consolidated financial statements and related Notes in Part II, Item 8.
Our Operating Segments
Travel Segment
Our Travel segment comprises our travel booking and commerce operations. It includes our proprietary NXT2.0 booking platform and all booking-oriented brands and products, including NextTrip Vacations (direct-to-consumer leisure), Five Star Alliance (luxury hotel and cruise bookings), TA Pipeline (group and MICE travel), NextTrip Cruise, the Groups Platform, the Travel Agent Platform, JournyGO (our agentic AI-powered “Watch. Scan. Book. Go.” booking ecosystem launched on March 31, 2026), and Travel Magazine Pro™ (our advisor-focused, content-to-commerce platform). The Travel segment also includes our PayDlay deferred-payment booking option.
Travel segment revenue is generated principally through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises, packages, and related travel services, as well as advisor-driven commissions and attribution-based fees through Travel Magazine Pro™. Product sales are structured either as commission-based transactions, where the supplier or wholesaler controls pricing (which is the case for most Five Star Alliance product), or under direct, negotiated supplier contracts in which we set retail pricing (which is the case for most NXT2.0 product). Commission-based travel is generally lower margin than direct-contract travel. Our strategy emphasizes higher-value travel categories—luxury, cruise, and groups—which we believe offer higher transaction values, repeat-purchase behavior, and stronger service economics.
Media Segment
Our Media segment comprises our content creation, audience development, media distribution, and advertising monetization operations. It includes JOURNY.tv (our owned global travel media network, into which we are integrating the GoUSA TV content library and distribution assets acquired from Brand USA in February 2026), our joint venture with KC Global Media for international expansion across India, Southeast Asia, Africa, and Australia/New Zealand, and Travel Magazine, our editorial travel content platform. We expect combined JOURNY.tv and GoUSA TV assets to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms.
Media segment revenue is generated primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment by engaging travel audiences at scale and reducing our reliance on third-party paid-marketing channels. We believe that as our audience grows, advertising rates and inventory utilization will rise, and our ability to convert viewer engagement directly into bookings—particularly through JournyGO and our perpetually licensed Promethean interactive video overlay technology—will increase the effective yield of our Media assets.
Integrated Content-to-Commerce Model
Our platform is organized around four core elements that, taken together, form the “Watch. Scan. Book. Go.” pathway from discovery to confirmed booking:
Promethean, our perpetually licensed interactive video overlay platform, is the connective tissue of this model: it embeds contextual advertisements and bookable calls-to-action directly within streaming video content, allowing viewers to move from JOURNY.tv into NXT2.0 transactions without leaving the viewing experience. We believe this integration is intended to reduce customer acquisition costs over time by leveraging owned media audiences, while also generating an independent stream of advertising revenue.
Key Fiscal 2026 Developments
Several transactions and product launches during, and shortly after, the fiscal year ended February 28, 2026 materially expanded the scope of our operations and the basis for the period-over-period comparisons that follow. These developments shape the discussion of results of operations, liquidity, and capital resources in this Item 7 and are summarized below.
Revenue Strategy
Our revenue strategy is built on two complementary streams that we expect, over time, to reinforce one another. The Travel segment generates revenue through commissions, markups, and service fees on travel bookings, with our higher-margin direct-contract inventory supplemented by broad third-party API content from suppliers including Expedia, Nuitée, Global Distribution Systems, and Signature Travel Network (via Five Star Alliance). The Media segment generates revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv (including integrated GoUSA TV) and Travel Magazine, with revenue per audience member expected to scale as audience size and engagement grow. We expect the deployment of JournyGO and the Promethean overlay technology to further enhance both streams by converting Media viewership into Travel bookings and supporting higher advertising CPMs through demonstrated audience action rates.
NextTrip
is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure,
group and business travelers to the world. Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers
extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip
planning and booking. We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure
travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate
our platform through specialty features, including specialized widgets for our Groups Platform and Travel Agent Platform, as well PayDlay,
a delayed payment booking option. Complementing our booking engine are our media properties, including Journy.tv, Compass.tv and Travel
Magazine, which provide destination content that we believe will drive high-intention traffic into our booking funnel and, over time,
constitute a separate high-margin advertising revenue stream.
Our
offerings include a mixture of direct contracts and third-party API content which span leisure and business travel, alternative lodging,
wellness travel, and media solutions, engaging customers throughout their travel journey with both individual and packaged options. One
of the key pillars of the NextTrip ecosystem is NextTrip Vacations, which is our core platform, powered by NXT2.0, delivering seamless
booking and customizable travel options across airlines, hotels, cruise, ground activities, and more. We have enhanced our offerings
to include luxury travel products and services with our recent acquisition of Five Star Alliance, providing travelers with curated packages
and detailed trip planning information through an intuitive booking system and/or its concierge help desk. Such additional product offering
highlights include:
Our
ambition is to build a next-generation travel solution for consumers, allowing them to better research and explore desired travel destinations.
Our
revenue strategy and business model focuses on integrating our Media and Travel divisions, offering users a comprehensive ecosystem designed
to guide and support them throughout the travel experience. Presently, we generate revenue through two core methods: travel bookings
and advertising revenue. Leisure travel bookings currently generate the majority of our nominal revenues. This includes the sale of travel
products such as airline tickets, hotel rooms, and cruises as well as travel services such as travel insurance and ground activities.
We also currently generate nominal advertising revenues through our media and advertising ecosystem. Our advertising revenue strategy
is two-pronged: (1) as the number of viewers/users of Travel Magazine, Journy.tv and Compass.tv grows, it drives the advertising rates
we can charge third-parties to promote travel products and services to our audience and (2) outside of the direct advertising dollars
generated from our media platforms, which are expected to become a key driver of higher margin revenue than those earned from travel
product sales, growth in our audience will provide additional opportunities for us to promote our own travel offerings to highly targeted
viewers, thus lessening the need for spending significant marketing dollars through other mediums to attract consumers.
We
are in the early stages of development and rollrolling out ofthis our comprehensive travel and mediatwo-segment model. While the products weintroduced have introduced
to date (See above “NXT2.0 Platform Features – Existing Features”) are now functional and responsiblehave for thegenerated
current, nominal revenuerevenues, generation of the Company, the correspondingthose revenue streams are currently bothremain small and unpredictablevariable relative
to the established travel industry leaders. Our ability to capitalize
on the platform is constrained by the level of funding available for marketing programs. The timing of planned rollouts is therefore
dependent on our existing travel technology platforms is severely restricted
dueability to theraise lackadditional capital, although we believe that most planned programs can be delivered within approximately
180 days of funding to drive marketing programs. Enhancements toobtaining the existingnecessary platforms along with the introduction of new programs
under development (See above “NXT2.0 Platform Features – Features in Development”) are needed to complete the
model.funding.
Seasonality
We experience seasonal fluctuations in demand for our Travel segment products and services. Bookings on our platforms tend to be highest from January to June, moderate from July through September, and lower from October through December. Because revenue for most of our travel products is recognized when the travel takes place rather than when it is booked, recognized travel revenue typically lags bookings by several weeks to several months, with the majority of revenue recognized in the summer months (June, July, and August) and during the winter holidays (November and December). Our Media segment revenues are also subject to seasonal advertising market conditions, with advertising spend typically higher in the second half of the calendar year. The reader should consider these seasonal dynamics when evaluating period-over-period comparisons that follow in this Item 7.
Early-Stage Operations, Going Concern, and Use of Capital
BecauseWe
we are at an early stage of commercial developmentdevelopment. andWe have generated only nominal revenues to date, have limited operating history at our
current scale, and have minimal brand awareness in our target markets. Our ability to implementexecute our business plan
depends on our ability
to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing
initiatives and futurecontinued product
development. There can be no assurance that we will be able to do so.so on terms acceptable to us, or at all.
Due to uncertainties regarding our ability to meet our current and future operating and capital requirements, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Annual Report on Form 10-K for the fiscal year ended February 28, 2026. The report of our registered independent public accounting firm filed with this Annual Report contains a going concern qualification. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology enhancements, supplier relationships, media content, and marketing initiatives. Throughout this Item 7, statements regarding operational achievements, integrated ecosystem capabilities, planned product rollouts, or growth opportunities should be read in light of these conditions.
How Management Evaluates the Business
We evaluate performance on a segment basis. Additional information regarding our Travel and Media segments, including segment results of operations and the impact of the fiscal 2026 acquisitions and product launches described above, is provided in the “Results of Operations” discussion that follows in this Item 7 and in the segment reporting note to the Consolidated Financial Statements included in Part II, Item 8.
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements.
Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about
the effect of matters that are inherently uncertain. By their nature, changes in these assumptions and estimates could significantly
affect our financial position or results of operations. Significant accounting estimates that may materially change in the near future
are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering
costs, and allowance for bad debts. Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed
in Note 12 – BusinessSummary Descriptionof andSignificant GoingAccounting ConcernPolicies in the Notes to the Consolidated Financial Statements included in Part II,
Item Item
8, “Financial Statements and Supplementary Data” of this Report. However, we do not believe that there are any alternative
methods of accounting for our operations that would have a material effect on our financial statements.
Receivables
from NextPlay under the promissory note, as described in Note 1 – Business Description and Going Concern in the Notes to the Consolidated
Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report, were $0 and
$1,000,000 at February 28, 2025 and February 29, 2024, respectively. Management has determined that, since NextPlay is in involuntary
bankruptcy proceedings and is in default under the terms of the promissory note, collectability of the entire related party receivable
as of February 28, 2025 is uncertain, and has therefore established an allowance for credit losses of $2,567,665.
The
Company assesses whether the life of intangible assets is finite or indefinite. The Company reviews the amortization method and period
of use of its intangible assets at least annually. This process requires management to make assumptions and estimates which involve significant
judgment. Changes in assumptions could materially affect whether an impairment is recognized and the expected useful life or periodamount of consumptionany ofimpairment future economic benefits
associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates
in profit or loss. The Company has assessed the useful life of its trademarks as indefinite.charge.
Changes in the expected useful life or period of consumption of future economic benefits associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates in profit or loss. The Company has assessed the useful life of its trademarks as indefinite.
For most items such as cash, receivables, and payables, fair value is straightforward because of their short-term nature. However, two obligations we assumed in connection with our acquisition of TA Pipeline LLC involve more judgment and could have a meaningful effect on our results.
Because the fair value of these obligations depends on factors outside of our control, such as our stock price and TA Pipeline’s revenues, the amounts we record may change from period to period. For example, a change in our assumed stock price volatility could change the value of the Put Option liability, while a similar change in projected revenues could affect the Milestone Payment liability.
The grant date fair value of stock-based compensation and other equity instruments is calculated using the Black Scholes valuation model, and requires estimates of several inputs to the model, including risk-free interest rates, dividends, and expected volatility of our stock price. These assumptions are based on historical data and market conditions but involve judgment about future trends.
Because changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially from period to period. For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options, leading to higher compensation expense.
Segments
Segment reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer.
In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we report our financial performance based on two reportable segments: Travel and Media.
Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides, and inspiration for travelers. We leverage our media brands as strategic tools to generate travel bookings by integrating content, marketing, and booking technology, as well as generating advertising revenues from third-party content.
Our primary measure of segment performance is Operating Income (Loss). Operating Income (Loss) for the Travel and Media segments includes direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party contractors, sales and marketing, and technology costs. These allocations are based primarily on transaction volumes and other usage-based metrics. Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development costs, are not allocated to the reportable segments and are included within Corporate.
Because the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting continues to evolve. While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance evaluation. As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation of segment information may change to better reflect how the business is managed.
The CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment performance measure. Accordingly, we do not report segment assets, as such information would not be meaningful.
The change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting and management approach following fiscal year 2026 acquisitions and expanded business activities. Segment information for prior periods has been recast to conform to the current presentation to provide consistency and comparability across periods. Any future refinements to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes in accounting principles. When applicable, we will disclose such changes and recast prior-period segment information as necessary to maintain comparability.
Revenue for the twelve months ended February 28, 2026 was $3,715,528, as compared to $501,423 for the same period in 2025, an increase of $3,214,105, or 641%. The increase was primarily due to group travel-related revenues, a payment from Signature Travel Network as a result FSA’s membership in the Signature consortia, and commission income generated in connection with the Five Star Alliance luxury travel bookings. In addition, our Media segment generated $94,723, primarily from direct advertising sales and programmatic revenues.
Revenue
During
the year ended February 28, 2025, we recognized revenue of $501,423 as compared to $458,752 in
the same period in 2024, an increase of $42,671, or 9%. The increase was a result of the continued implementation of our booking engine
and expanded product offerings.
Cost
of Revenue
CostOur
cost of revenue for the yeartwelve months ended February 28, 2025,2026 was $498,121$3,063,042, as compared to $397,532$498,121 for
the same period in 2024,2025, an
increase of $100,589,$2,564,921, or 25%.515%. The increase was primarily attributable to the increase in revenuesales infrom thefiscal year ended
February 28, 2025,2026 as compared to
fiscal theyear same period in 2024.2025.
Our gross margin for the twelve months ended February 28, 2026 was 18%, as compared to 1% for the same period in 2025. The improvement in gross margin is primarily attributable to revenue from FSA travel bookings, group travel bookings which have higher margins than NextTrip travel bookings, and direct advertising sales.
Our total operating expenses for the twelve months ended February 28, 2026 were $17,017,660, as compared to $7,416,731 for the same period in 2025, an increase of $9,600,929, or 129%. The increase was primarily attributable to stock options granted to former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common shares issued to third parties for services, depreciation and amortization, and asset impairment charges totaled $8,891,821, or 52% of our operating expenses for the twelve months ended February 28, 2026, and $1,142,204, or 15% of our operating expenses for the same period in 2025.
Operating
Expenses
Operating
expenses totaled $7,416,731 for the year ended February 28, 2025, versus $5,740,577 for the year ended February 29, 2024. The increase
of $1,676,154, or 29%, was due to an increase in Salaries and Benefits of $1,026,176, an increase in technology expenses of $531,866,
an increase in professional service fees of $809,973, an increase in organization costs of $188,613, and an increase in other operating
expenses of $160,539. Partially offsetting these increases were a decrease in stock based compensation expenses of $48,638, a decrease
in general and administrative expenses of $56,765, a decrease in sales and marketing expenses of $177,084, and a decrease in depreciation
and amortization of $755,526.
Salaries
and Benefits
Salaries
and benefits expenses were $2,630,663 for the year ended February 28, 2025, as compared to $1,604,487 for the same period in 2024. The
increase of $1,026,176 or 64% was the result of an increase in salary expense of $762,052 and payroll taxes of $138,669 due to an increase
in headcount, and increased benefits costs of $82,125 due to higher insurance premiums and an increase in the employer contribution toward
employee health plans, an increase in bonus expense of $40,000, and an increase in severance expense of $38,141. Partially offsetting
these increases was a decrease in SARs compensation of $34,926.
Stock
Based Compensation
Stock
based compensation totaled $67,874 for the year ended February 28, 2025, versus $116,512 for the year ended February 29, 2024, a decrease
of 48,638, or 42%. The decrease of $75,368 was attributable to the accelerated vesting of employee stock options in connection
with the reverse acquisition in fiscal 2024; partially offset by $26,760 in stock granted to a former employee as part of a separation
agreement.
Loss
on Promissory Note Receivable
The
loss of $1,000,000 on the NextPlay promissory note receivable for the year ended February 28, 2025 is attributable to reserving the
remaining balance on the outstanding promissory note receivable from NextPlay. Management has determined that, since NextPlay is in
involuntary bankruptcy proceedings and is also in default on the note repayment, collectability of the related party receivable as
of February 28, 2025 is uncertain.
General
and Administrative Expense
What changed in the latest 10-Q
Risk Factors
You should consider the “Risk Factors” included under Item 1A of our Annual Report on Form 10-K for the year ended February 28, 2026 filed with the SEC on May 29, 2026, as well as the following updated Risk Factor:
As of May 31, 2026, we had $803,490 in cash and a working capital deficit of $1,599,429. Our existing cash on hand and anticipated revenues are not sufficient to fund our anticipated operating costs. We will need to raise additional financing to fund our operations, maintain compliance with the Nasdaq continued listing requirements and implement our business plan. There is no assurance as to the amount and availability of any required future financing or the terms thereof. Such financing, if in the form of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms. If in the form of debt, such financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business operations. We have no current understanding or arrangement to obtain any additional financing. To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business operations and may lose our Nasdaq listing.
In light of the foregoing, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of the filing of this Quarterly Report.
Largest changes
As ofsee in full comparisonNovemberMay30,31,2025,2026, we had$2,427,299$803,490 in cash and a working capital deficit of$750,124.$1,599,429. Our existing cash on hand and anticipated revenuesrevenuesare not sufficient to fund our anticipated operating costs. We will need to raise additional financing to fund our operations, maintainmaintaincompliance with the Nasdaq continued listing requirements and implement our business plan. There is no assurance as to the amount andandavailability of any required future financing or the terms thereof. Such financing, if in the form of equity, may be highly dilutive to our existing stockholders and may otherwise include onerous terms. If in the form of debt, such financing may include covenants and repayment obligations which may be difficult to meet and that could adversely affect our business operations. We have no current understanding or arrangement to obtain any additional financing. To the extent that funds are not available to us, we may be required to delay, limit, or terminate our business operations and may lose our Nasdaq listing.
Full comparison: every changed paragraph (1)
As
of NovemberMay 30,31, 2025,2026, we had $2,427,299$803,490 in cash and a working capital deficit of $750,124.$1,599,429. Our existing cash on hand and anticipated revenues
revenues are not sufficient to fund our anticipated operating costs. We will need to raise additional financing to fund our operations, maintain
maintain compliance with the Nasdaq continued listing requirements and implement our business plan. There is no assurance as to the amount and
and availability of any required future financing or the terms thereof. Such financing, if in the form of equity, may be highly dilutive
to our existing stockholders and may otherwise include onerous terms. If in the form of debt, such financing may include covenants and
repayment obligations which may be difficult to meet and that could adversely affect our business operations. We have no current understanding
or arrangement to obtain any additional financing. To the extent that funds are not available to us, we may be required to delay, limit,
or terminate our business operations and may lose our Nasdaq listing.
Management's Discussion & Analysis (MD&A)
New heading “Software Development Costs”
New heading “Impairment of Intangible Assets”
New heading “Our Integrated Content-to-Commerce Platform”
New heading “Business Segments”
New heading “NXT2.0 – Core Booking Platform”
New heading “Five Star Alliance”
New heading “Travel Magazine Pro”
New heading “JOURNY.tv (Including GoUSA TV Integration)”
New heading “Travel Magazine”
New heading “Development of the Platform”
New heading “Our Direct Contract Strategy”
New heading “Our Inventory Expansion and API Strategy”
New heading “Core Product Offerings”
New heading “Existing Features”
New heading “Technology and Infrastructure”
New heading “Promethean Interactive Platform”
New heading “Travel Segment Revenue”
New heading “Media Segment Revenue”
New heading “Acquisition of a Controlling Interest in YADA”
New heading “Launch of JournyGO – Agentic AI-Powered Watch. Scan. Book. Go. Ecosystem”
New heading “Launch of Travel Magazine Pro™”
New heading “Launch of JOURNY App on Apple iOS”
New heading “GoUSA TV Asset Purchase”
New heading “KC Global Media Joint Venture”
New heading “NextTrip Cruise Launch”
New heading “Going Concern — Substantial Doubt and Management’s Plans”
New heading “Sources of Liquidity”
New heading “March 24, 2026 — 1800 Diagonal Lending Note”
New heading “March 25, 2026 — Donald P. Monaco Insurance Trust Short-Term Promissory Note (related party)”
New heading “April 15, 2026 — Series A Convertible Preferred Stock Sale to KC Global Media Asia, LLC (related party)”
New heading “May 6, 2026 — Helena Global Series B Preferred Private Placement”
New heading “May 6, 2026 — Common Stock Sale to a Private Investor”
New heading “May 8, 2026 — Common Stock Sale to KC Global Media Asia, LLC (related party)”
New heading “May 26, 2026 — 1800 Diagonal Lending Note”
New heading “Chief Executive Officer Compensation Deferral (related party)”
New heading “Material Cash Requirements”
New heading “Known Trends, Demands, Commitments, and Uncertainties”
New heading “Subsequent Events Affecting Liquidity”
New heading “Critical Accounting Estimates”
Removed heading “Promissory Note Receivable”
Removed heading “NextTrip Integrated Media Solutions”
Removed heading “Travel Bookings and Related Services”
Removed heading “Strategic Partnership with Intimate Hotels of Barbados (“IHB”)”
Removed heading “NextTrip Cruise Launches, Offering Seamless Cruise Booking Experience”
Removed heading “Nine Months Ended November 30, 2025 Compared to the Nine Months Ended November 30, 2024”
Largest changes
“Macroeconomic and geopolitical conditions. We are unable to predict the effect that broader macroeconomic conditions — including elevated interest rates, inflationary pressure on input and labor costs, fluctuations in consumer travel demand, foreign currency volatility, and geopolitical events such as the ongoing conflicts in Ukraine, Iran and Israel — may have on our access to the capital markets, our cost of capital, the timing and cost of our acquisitions, or consumer demand for our travel products. …”see in full comparison
“Management’s conclusion. Although management believes that its plans, if successfully executed, would provide sufficient liquidity to fund operations for the next twelve months, these plans are not entirely within the Company’s control. The ability to consummate additional financings on acceptable terms, generate sufficient revenue from acquired businesses, and otherwise execute on management’s plans cannot be considered probable as of the issuance date of these financial statements. …”see in full comparison
“On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550. The note includes an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,011 due on September 30, 2026 and four equal subsequent installments of $25,503 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. …”see in full comparison
“On May 26, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $172,500. The note includes an original issue discount of $22,500 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $97,462 due on November 30, 2026 and four equal subsequent installments of $24,366 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. …”see in full comparison
“Nasdaq listing requirements. Our continued listing on the Nasdaq Capital Market requires compliance with applicable minimum bid price, stockholders’ equity, market value, and other continued-listing standards. Adverse developments in our operations or financial condition, or further dilutive issuances, could affect our ability to maintain compliance with these requirements. Failure to maintain compliance could result in delisting, which would adversely affect the liquidity of our common stock and our ability to raise additional capital.”see in full comparison
Full comparison: every changed paragraph (270)
This
Quarterly Report on Form 10-Q for the quarter ended NovemberMay 30,31, 20252026 (this “Quarterly Report”) contains “Forward-Looking
Statements.” All statements other than statements of historical fact are “Forward-Looking Statements” including but
not limited to, statements regarding our expectations about development and commercialization of our technology, any projections of revenues
or statements regarding our anticipated revenues or other financial items, any statements of the plans and objectives of management for
future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or
performance, and any statements of assumptions underlying any of the foregoing. All Forward-Looking Statements included in this Quarterly
Report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update
any Forward-Looking Statement. In some cases, Forward-Looking Statements can be identified by the use of terminology such as “may,”
“will,” “expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology.
Although we believe that the expectations reflected in the Forward-Looking Statements contained herein are reasonable, there can be no
assurance that such expectations or any of the Forward-Looking Statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the Forward-Looking Statements. Future financial condition and results of operations, as well as any
Forward-Looking Statements are subject to inherent risks and uncertainties, including factors referred to in our press releases and reports
filed with the Securities and Exchange Commission (the “SEC”). All subsequent Forward-Looking Statements attributable to
the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Additional factors
that may have a direct bearing on our operating results are described under the caption “Risk Factors” in our Annual Report
on Form 10-K for the year ended February 28, 20252026 and elsewhere in this Quarterly Report.
Our
principal executive offices are located at 39001560 PaseoSawgrass delCorporate Sol,Parkway, SantaSuite Fe,400, NewSunrise MexicoFlorida 87507,33323, and our telephone number is (954) 526-9688.
Our website address is www.nexttrip.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and
amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and other information related to the Company, are available, free of charge, on our website. The Company’s
website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly
Report.
The
Company owns 50% of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant. No activities nor operations
occurred through Next Innovation in fiscal years 2024 or 2025 for this entity, and the Company does not have control of Next Innovation
and therefore no minority interest was recorded.
Revenue
Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers,
identifying performance obligations in the contracts, determining transactionstransaction price, allocating transaction price to the performance
obligation and recognizing revenue when the performance obligation is satisfied.
Promissory
Note Receivable
Pursuant
to the terms of the Promissory Note (the “NextPlay Note”) between NTH and NextPlay Technologies, Inc. (“NextPlay”),
the NextPlay Note was due and payable in full on the earlier of September 1, 2023 or the date the Company completed a financing of $10
million or more. No payments have been made by NextPlay, and as such NextPlay is in default under the terms of the NextPlay Note.
On
January 27, 2025, as creditors of NextPlay, Donald P. Monaco, the Company’s Chairman, William Kerby, the Company’s Chief
Executive Officer, and Ian Sharpe, the Chief Operating Officer of the Company’s Media division, filed a petition to force NextPlay
into involuntary bankruptcy as a result of unpaid fees. The proceedings are ongoing and the outcome at this time is uncertain and cannot
be predicted. As a result, management has determined that the collectability of the NextPlay Note is uncertain and has therefore established
an allowance for credit losses for the entire balance of $2,567,665.
Software Development Costs
The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.
Impairment of Intangible Assets
In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important, which could trigger an impairment review include the following:
1. Significant underperformance compared to historical or projected future operating results;
2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends.
When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives.
In
response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in
the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily
by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv,
which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the
third quarter of fiscal year 2026, we reportbegan reporting our financial performance based on two reportable segments: Travel and Media.
Our
Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory
and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides
luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity
groups. Our Media segment consists of JOURNY.tv, a(our Connectedowned global travel media network, into which we are integrating the GoUSA TV Channelcontent
library broadcast as Free Ad Supported Streaming TV (“FAST”)
and Advertisingdistribution Videoassets onacquired Demandfrom (“AVOD”)Brand that specializesUSA in travel,February adventure,2026), our joint venture with KC Global Media for international expansion
across India, Southeast Asia, Africa, and culture-focusedAustralia/New content,Zealand, and Travel Magazine,
an onlineour editorial travel magazinecontent thatplatform. providesWe articles,expect
combined tips, guides,JOURNY.tv and inspirationGoUSA forTV travelers.assets Weto leverage oursupport media brandsdistribution asreaching strategicapproximately 250 million viewers globally in 2026 across
toolsFAST, toOTT, generateconnected travelTV, bookings by integrating content, marketing,mobile, and bookingdigital technology, as well as to generate advertising revenues
from third-party content.platforms.
NextTrip, Inc. (the “Company,” “NextTrip,” “we,” “us” and “our”) is a technology-forward travel and media company operating at the intersection of premium content and travel commerce. We believe the travel industry is undergoing a structural shift toward video-led discovery, personalized planning, and seamless booking experiences, where consumers increasingly move from inspiration to transaction within connected digital environments. Our strategy is designed to capture this shift.
NextTrip combines premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into a unified ecosystem designed to guide consumers across the full travel journey—from inspiration and discovery to planning, booking, and servicing.
We market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury hotel and cruise bookings), and TA Pipeline (groups travel). Our specialty platforms include PayDlay (a deferred payment booking option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform. Our Media segment properties—JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine—provide destination content designed to drive high-intention traffic into our Travel segment booking platforms and generate independent advertising revenue. Through our recent acquisition of YADA Commerce, Inc., we gained a strategic creator-commerce platform capable of driving audience acquisition, creator engagement, entertainment experiences, and travel transactions across the broader NextTrip ecosystem.
Because we are at an early stage of commercial development and have only nominal revenues to date, our ability to implement our business plan depends on our ability to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing and future product development. There can be no assurance that we will be able to do so.
NextTrip
is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure,
group and business travelers to the world. Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers
extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip
planning and booking. We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure
travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate
our platform through specialty features, including specialized widgets for groups (the “Groups Platform”) and travel agents
(the “Travel Agent Platform”), as well as PayDlay, a delayed payment booking option. Complementing our booking engine are
our media properties, including JOURNY.tv and Travel Magazine, which provide destination content that we believe will drive high-intention
traffic into our booking funnel and, over time, constitute a separate high-margin advertising revenue stream. As part of streamlining
our media assets, we merged Compass.tv into JOURNY.tv in July 2025 to create a unified offering of both FAST (Free Ad-Supported Streaming
Television) and VOD (Video on Demand) assets.
By
integrating our media properties with our travel booking platform, our objective is to build a next-generation travel solution for consumers,
allowing them to better research and explore desired travel destinations. To accomplish this, we have and will be using content from
ours and others’ media platforms featuring travel videos, blogs and articles along with access to curated travel products from
our strategic partnerships, all supported by our technology and call center agents. Upon full integration of our travel and media platforms,
we believe our offers will both inspire and empower consumers to make informed choices when booking. This contrasts with the existing
online travel agency (“OTA”) model that focuses on volume bookings with little to no service support.
Due
to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about
our ability to continue as a going concern for 12 months from the date of filing of this Quarterly Report and the report of our registered
independent public accounting firm filed with our Annual Report on Form 10-K for our the fiscal year ended February 28, 20252026 contains
a going
concern qualification.
Our Integrated Content-to-Commerce Platform
Our platform is designed to connect four core elements into a seamless pathway from discovery to confirmed booking:
Content and Inspiration – travel programming, editorial content, and long and short-form destination storytelling across our Media segment platforms, including JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine.
Discovery and Planning – editorial content, Agentic AI-powered personalization tools, and search capabilities designed to guide travel decisions and connect audience engagement with booking intent, including through Travel Magazine Pro in our Travel segment.
Booking and Commerce – direct transaction capabilities through the NXT2.0 platform and affiliated booking platforms within our Travel segment, supporting a broad range of travel categories including leisure, luxury, cruise, group, and business travel.
Service and Support – concierge and call center infrastructure supporting higher-value travel experiences and complex booking needs across our Travel segment.
This integrated approach is intended to create a seamless pathway we describe as “Watch. Scan. Book. Go.”, enabling consumers to move from inspiration through our Media segment directly to booking discounted packages mirroring the watched Travel segment. We believe this model reduces customer acquisition costs over time by leveraging owned media audiences while also generating independent advertising revenue from our Media segment.
Business Segments
We operate and report our business in two segments: (1) Travel and (2) Media.
Travel Segment
Our Travel segment encompasses our travel booking and commerce operations. This segment includes our proprietary NXT2.0 booking platform and all booking-oriented brands and products: NextTrip Vacations, Five Star Alliance, TA Pipeline, JournyGO, and Travel Magazine Pro™. The Travel segment generates revenue primarily through commissions, markups, and service fees on travel bookings, as well as advisor-driven commissions and attribution-based fees through Travel Magazine Pro™.
NXT2.0 – Core Booking Platform
At the core of our Travel segment is our proprietary NXT2.0 travel booking engine, which powers several websites, including nexttrip.com and fivestaralliance.com, as well as our Groups Platform and Travel Agent Platform. NXT2.0 supports direct-to-consumer and advisor-assisted booking across leisure, luxury, cruise, group, and business travel verticals. We serve both leisure and business travelers by offering access to travel blogs, videos, and concierge assistance to aid in planning travel, coupled with our booking platform for the direct purchase of flights, hotels, vacation homes, cruises, tours, and other travel products.
Five Star Alliance
Five Star Alliance is a premier luxury travel agency and a wholly owned subsidiary of the Company, acquired in April 2025. Founded in 2004, Five Star Alliance offers a curated collection of over 5,000 five-star and luxury hotels and resorts worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers, and generates revenue primarily through commission-based bookings. See “Recent Developments - Acquisition of Five Star Alliance.”
TA Pipeline
TA Pipeline is a premier group travel and Meetings, Incentives, Conferences and Exhibitions (“MICE”) platform and a wholly owned subsidiary of the Company, acquired in August 2025. TA Pipeline has established itself as a leading group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions, destination weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers. TA Pipeline has strong relationships with suppliers, planners, and affinity partners, and its integration into the NXT2.0 ecosystem and PayDlay financing tool is designed to enhance conversion rates and drive incremental travel bookings. See “Recent Developments - Acquisition of TA Pipeline.”
JournyGO
On March 31, 2026, the Company launched JournyGO, our next-generation, agentic AI-powered consumer engagement and booking ecosystem. JournyGO is the commercial activation layer of our content-to-commerce strategy and is reported within our Travel segment because its primary function is to convert viewer engagement into confirmed travel bookings. JournyGO integrates immersive travel video (delivered through our Media segment’s JOURNY.tv platform), our proprietary Promethean interactive overlay technology, dynamic travel packaging, and agentic AI assistance, supported by live Travel Specialists when needed to seamlessly move viewers from inspiration to confirmed travel bookings.
The Promethean platform, licensed on a perpetual basis, enables contextual advertisements and booking calls-to-action to be embedded directly within streaming video content, allowing users to initiate a booking without leaving the viewing experience. JournyGO also includes JOURNY mobile applications for iPhone and Android, as well as dedicated connected TV apps. Using artificial intelligence, JournyGO is designed to personalize content recommendations, convert editorial content into video, and enable users to create custom travel channels aligned with their interests. See “Recent Developments - Launch of JournyGO.”
Travel Magazine Pro
Travel Magazine Pro (TravelMagazine.com) is our premium digital editorial, advisor engagement, and travel commerce platform within our Travel segment, launched as the next evolution of Travel Magazine 2.0. Travel Magazine Pro is designed to operate as a strategic mid-funnel bridge between the inspirational audience reach generated by our Media segment and the transaction capabilities of our Travel segment, helping convert travel interest into measurable booking activity across the NextTrip ecosystem.
The platform features destination-focused editorial content, curated travel guides, hotel and resort recommendations, cruise and experiential travel highlights, travel planning resources, and influencer-driven content intended to engage high-intent leisure travelers during the consideration and planning phase of the customer journey. Integrated booking pathways and affiliate links connect users to our travel platforms and supplier partners, creating a seamless path from inspiration to search and transaction.
Travel Magazine Pro is also being developed to support travel advisors and distribution partners through content-sharing tools, lead attribution capabilities, and white-label promotional solutions that enable advisors to market premium travel offerings while participating in resulting booking revenues. In addition, the platform is expected to include “My Bucket List,” a social travel planning feature that will allow travelers to build, organize, and share personalized travel wish lists enhanced by booking functionality, destination insights, and curated recommendations.
Revenue generated through Travel Magazine Pro is expected to include affiliate booking commissions, advertising sales, sponsored placements, premium editorial partnerships, lead generation fees, and advisor-related transaction revenue. See “Recent Developments—Launch of Travel Magazine Pro.”
Media Segment
Our Media segment encompasses our content creation, audience development, media distribution, and advertising monetization operations. This segment includes JOURNY.tv (incorporating GoUSA TV content) and Travel Magazine, our editorial travel content platform. The Media segment generates revenue primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment, enabling NextTrip to engage travel audiences at scale and reduce reliance on third-party marketing channels.
JOURNY.tv (Including GoUSA TV Integration)
JOURNY.tv is our owned global travel media network, providing premium travel programming across free ad-supported streaming television (“FAST”), over-the-top (“OTT”), connected TV, and digital platforms. JOURNY.tv had an estimated audience of approximately 17 million travel enthusiasts at the time of acquisition by NextTrip, and operates through key platform partnerships, including Samsung TV Plus and Plex.
In February 2026, we acquired original content, brand rights, and distribution assets of GoUSA TV from Brand USA (The Corporation for Travel Promotion). GoUSA TV is a travel streaming channel, reaching an estimated 200+ million viewers globally across connected TV, mobile, and digital platforms, including Samsung TV Plus, LG Channels, Plex, Titan OS, and TCL International. Rather than operating GoUSA TV as a standalone channel, we are integrating its U.S.-focused travel content library and distribution infrastructure into JOURNY.tv to enhance scale, content depth, and advertiser relevance. Combined, JOURNY.tv and GoUSA TV assets are expected to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms. See “Recent Developments—GoUSA TV Asset Purchase.”
In July 2025, we entered into a joint venture with KC Global Media to accelerate the international expansion of JOURNY.tv into India, Southeast Asia, Africa and Australia/New Zealand, targeting new regional distribution partnerships and advertising opportunities. See “Recent Developments—KC Global Media Joint Venture.”
Travel Magazine
Travel Magazine (TravelMagazine.com) is our editorial travel content platform within our Media segment. It is an online travel publication that provides articles, guides, destination inspiration, hotel and restaurant recommendations, and general travel advice. Its audience includes both casual vacationers and more seasoned travelers seeking ideas and information for their next trip. Travel Magazine functions primarily as a content and audience platform within our Media segment, generating revenue through advertising and sponsored content, while also directing engaged readers to our owned booking channels, including NextTrip and Five Star Alliance, as well as to select third-party partners through affiliate relationships.
The media team benefits from a range of strategic partners driving advertising revenue potential, including Leap Media Group (over 35 years of TV advertising and media planning experience), Travel Spike (programmatic and direct travel advertising sales), Magnite (programmatic advertising), and Blue Fysh Holdings (digital out-of-home media solutions across North America). See “Recent Developments—Blue Fysh Share Exchange.”
Development of the Platform
Prior to the COVID-19 pandemic, NextTrip (then known as Monaker Group) operated a travel business focused on the sale of vacation rentals and alternative lodging rentals (“ALRs”) through its proprietary booking engine (NXT1.0). In June 2022, NextTrip acquired the Bookit.com booking engine, including its customer database, destination content, source code, and approximately 250 third-party travel supplier Application Programming Interface (“API”) relationships. The Bookit.com platform had previously powered a well-established online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). We launched the NXT2.0 platform in May 2023 and have since scaled to over four million hotel properties, vacation rental homes, and cruise products globally.
At
the core of our business is our proprietary, direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and
developed through a series of acquisitions of a variety of media and travel assets. NXT2.0 powers several websites, including our main
leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel
booking solutions for our media hubs, JOURNY.tv and travelmagazine.com. We serve both leisure and business travelers by offering them
access to travel blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary booking platform for
the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products. Our content includes destination guides,
maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.
NTRP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (2 insiders, 3 trade dates, 89,292 shares, about $200.1K) and open-market sales in 0 filings. Net open-market shares: 89,292 (purchases minus sales); net value about $200.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-17 | Kaplan Andrew Jay |
Open-market purchase | 52,910 | $1.89 | $100.0K |
| 2026-07-31 | Monaco Donald P |
Other | 17,886 | $1.62 | $29.0K |
| 2026-06-18 | Jiang David T |
Open-market purchase | 18,200 | $2.75 | $50.0K |
| 2026-05-11 | Orzechowski Frank |
Grant/award | 19,787 | — | — |
| 2026-05-11 | Orzechowski Frank |
Shares withheld for tax | 5,896 | $2.48 | $14.6K |
| 2026-05-08 | Kaplan Andrew Jay |
Open-market purchase | 18,182 | $2.75 | $50.0K |
Well-known investors holding NTRP (13F)
None of the 59 investors we track reported a position in their latest 13F.