UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by NextTrip, Inc. (the “Company”) in its filings with the Securities and Exchange Commission, on April 25, 2024, the Company’s Board of Directors (“Board”) approved and authorized NextTrip Holdings, Inc. (“NextTrip”), a wholly owned subsidiary of the Company, to enter into a series of unsecured line of credit promissory notes (the “Line of Credit”) with certain related parties, including investors, directors, officers and employees of the Company, who may individually provide funds for the aggregate principal amount of up to $1,000,000, which aggregate principal amount was increased to up to $2,000,000 on August 14, 2024 at a joint meeting of the Audit Committee and the Board. The notes issued under the Line of Credit bear an annual interest rate of 7.5%, shall mature one year from the date of each note’s execution and may be prepaid by the Company at any time prior to maturity without penalty.
On April 9, 2024, NextTrip and Donald P. Monaco Insurance Trust (the “Trust”) entered into two promissory notes (each, a “Note,” and together, the “Notes”) under the Line of Credit. Donald Monaco, chairman of the Board, is the trustee of the Trust. The first Note has a principal balance of $500,000 and was issued in exchange for a new cash payment provided my Mr. Monaco. The second Note has a principal balance of $145,000 and was issued in exchange for cash advances previously made by Mr. Monaco to the Company.
The foregoing summary of the Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of each of the Notes, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 regarding the issuance by the Company of the Notes is hereby incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 9, 2025, the Company held its 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) in a virtual format. At the close of business on March 7, 2025, the record date for the Annual Meeting, there were 1,769,532 shares of Company common stock, 33,000 shares of Series H Convertible Preferred Stock (“Series H Preferred”) and 120,414 shares of Series I Convertible Preferred Stock (“Series I Preferred”) issued and outstanding and eligible to vote at the Annual Meeting. Each share of common stock, Series H Preferred and Series I Preferred eligible to vote as of the record date was entitled to one vote on all matters presented to stockholders at the Annual Meeting. At the Annual Meeting, 910,308 of the Company’s 1,922,946 shares of capital stock entitled to vote as of the record date, or approximately 47.3%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on March 10, 2025, which information is incorporated herein by reference.
The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
Proposal No. 1: The Company’s stockholders elected one Class I director, to hold office until the Company’s 2028 annual meeting of stockholders, or until his successor is duly elected and qualified, subject to prior death, resignation or removal, as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Donald P. Monaco | 883,846 | 648 | 10,039 | 15,775 | ||||||||||||
Proposal No. 2: The Company’s stockholders ratified the selection of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 909,733 | 573 | 2 | 0 | |||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
| Exhibit Number | Description | |
| 10.1 | Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025. | |
| 10.2 | Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEXTTRIP, INC. | ||
| Date: April 10, 2025 | By: | /s/ William Kerby |
| Name: | William Kerby | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
UNSECURED PROMISSORY NOTE
| $500,000 | April 9, 2025 |
| Note Series: 042025-48 | Sunrise, Florida |
For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $500,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5% simple interest per annum. The Holders and the Company are hereinafter sometimes referred to collectively as the “Parties,” and individually as a “Party.” This Note is subject to the following terms and conditions.
1. Line of Credit. Subject to the terms and conditions of this Note, the Holder, from time to time on or before June 30, 2025, each agree to advance sum or sums to the Company under this Note, as set forth in the Schedule of Advances, attached as Exhibit A hereto. This Note is issued as a part of a series of notes designated by the Note Series above (collectively, the “Notes”) and having an aggregate principal amount not to exceed Two Million dollars ($2,000,000) (the “Maximum Principal”) at any given time (the “Line of Credit”). The Holder shall enter each amount borrowed and repaid in the respective Holder’s records. No failure by the Holder to make, and no error by the Holder in making, any entry in such records shall affect the Company’s obligation to repay the full principal amount advanced by the respective Holders to or for the account of the Company, or to pay interest or fees thereon at the agreed-upon rates.
2. Maturity. This Note will automatically mature and be due and payable, and the Line of Credit will automatically terminate, on April 8, 2026, (the “Maturity Date”) unless extended by the written consent of the Holders. Any portion of the Note can be prepaid at any time by the Company without penalty. The entire unpaid principal sum of this Note shall become immediately due and payable upon (i) the insolvency of the Company, (ii) the commission of any act of bankruptcy by the Company, (iii) the execution by the Company of a general assignment for the benefit of creditors, (iv) the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or (v) the appointment of a receiver or trustee to take possession of the property or assets of the Company.
3. Payment and Proceeds. All payments shall be made in lawful money of the United States of America at such place as the Holders hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Prepayment of this Note may be made at any time without penalty. The Company may use the proceeds of the Notes for any lawful purpose.
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4. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
5. Governing Law. These Notes and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law.
6. Notices. Any notice required by this Note shall be in writing. Such notice shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the Party to be notified at such Party’s address as set forth below or as subsequently modified by written notice.
7. Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver executed in accordance with this Section 6 shall be binding upon the Company, and the Holder and each transferee of the Note.
8. Officers and Directors Not Liable. In no event shall any officer or director of the Company be liable for any amounts due or payable pursuant to the Notes.
9. Action to Collect on Note. If action is instituted to collect on this Note, the Company shall pay all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.
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10. Usury Savings Clause. It is the intention of the Parties hereto to comply with applicable state and federal usury laws from time to time in effect. Accordingly, notwithstanding any provision to the contrary in this Note or any other documents related hereto, in any event (including, but not limited to, prepayment or acceleration of the maturity of any obligation) will this Note or any such other document require the payment or permit the collection or receipt of interest in excess of the highest lawful rate. If under any circumstance whatsoever, any provision of the Note or of any other document pertaining hereto will provide for the payment, collection or receipt of interest in excess of the highest lawful rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if, from any such circumstances, the Holders will ever receive anything of value as interest (or anything of value deemed interest by applicable law) under this Note, or any other document pertaining hereto, an amount that would exceed the highest lawful rate, such amount that would exceed the highest lawful rate shall be applied to the reduction of the principal amount owning under this Note or on account of any other indebtedness of the Company to the Holder, and not to the payment of interest, or if such excess interest exceeds the unpaid principal balance of the Note and such other indebtedness, such excess shall be refunded to the Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specified contingency, exceeds the highest lawful rate, the Company and the Holder will, to the maximum extent permitted by applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, (iii) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such indebtedness (including any extension or renewal) so that interest thereon does not exceed the maximum amount permitted by applicable law, and/or (iv) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law.
11. Severability. If one or more provision of this Note is held to be unenforceable under applicable law, such provision(s) shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
12. Facsimile and Counterparts. This Note may be signed by facsimile and executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.
[Signature Page Follows]
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The parties have executed this Unsecured Promissory Note as of the date first set forth above.
| COMPANY: | ||
| nEXTTRIP HOLDINGS, inc. | ||
| By: | ||
| Name: | Frank Orzechowski | |
| Title: | Chief Financial Officer | |
| Address: | ||
| 3900 Paseo Del Sol | ||
| Santa Fe, NM 87507 | ||
| AGREED TO AND ACCEPTED: | |
| April 9, 2025 | |
| Donald
P. Monaco Insurance Trust |
SIGNATURE PAGE TO UNSECURED PROMISSORY NOTE
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Exhibit A
Schedule of Advances
| Holder | Date | Amount | ||
| Total: |
| EXHIBIT A |
Exhibit 10.2
UNSECURED PROMISSORY NOTE
| $145,000 | April 9, 2025 |
| Note Series: 042025-49 | Sunrise, Florida |
For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $145,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5% simple interest per annum. The Holders and the Company are hereinafter sometimes referred to collectively as the “Parties,” and individually as a “Party.” This Note is subject to the following terms and conditions.
1. Line of Credit. Subject to the terms and conditions of this Note, the Holder, from time to time on or before June 30, 2025, each agree to advance sum or sums to the Company under this Note, as set forth in the Schedule of Advances, attached as Exhibit A hereto. This Note is issued as a part of a series of notes designated by the Note Series above (collectively, the “Notes”) and having an aggregate principal amount not to exceed Two Million dollars ($2,000,000) (the “Maximum Principal”) at any given time (the “Line of Credit”). The Holder shall enter each amount borrowed and repaid in the respective Holder’s records. No failure by the Holder to make, and no error by the Holder in making, any entry in such records shall affect the Company’s obligation to repay the full principal amount advanced by the respective Holders to or for the account of the Company, or to pay interest or fees thereon at the agreed-upon rates.
2. Maturity. This Note will automatically mature and be due and payable, and the Line of Credit will automatically terminate, on April 8, 2026, (the “Maturity Date”) unless extended by the written consent of the Holders. Any portion of the Note can be prepaid at any time by the Company without penalty. The entire unpaid principal sum of this Note shall become immediately due and payable upon (i) the insolvency of the Company, (ii) the commission of any act of bankruptcy by the Company, (iii) the execution by the Company of a general assignment for the benefit of creditors, (iv) the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or (v) the appointment of a receiver or trustee to take possession of the property or assets of the Company.
3. Payment and Proceeds. All payments shall be made in lawful money of the United States of America at such place as the Holders hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Prepayment of this Note may be made at any time without penalty. The Company may use the proceeds of the Notes for any lawful purpose.
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4. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.
5. Governing Law. These Notes and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law.
6. Notices. Any notice required by this Note shall be in writing. Such notice shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the Party to be notified at such Party’s address as set forth below or as subsequently modified by written notice.
7. Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver executed in accordance with this Section 6 shall be binding upon the Company, and the Holder and each transferee of the Note.
8. Officers and Directors Not Liable. In no event shall any officer or director of the Company be liable for any amounts due or payable pursuant to the Notes.
9. Action to Collect on Note. If action is instituted to collect on this Note, the Company shall pay all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.
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10. Usury Savings Clause. It is the intention of the Parties hereto to comply with applicable state and federal usury laws from time to time in effect. Accordingly, notwithstanding any provision to the contrary in this Note or any other documents related hereto, in any event (including, but not limited to, prepayment or acceleration of the maturity of any obligation) will this Note or any such other document require the payment or permit the collection or receipt of interest in excess of the highest lawful rate. If under any circumstance whatsoever, any provision of the Note or of any other document pertaining hereto will provide for the payment, collection or receipt of interest in excess of the highest lawful rate, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if, from any such circumstances, the Holders will ever receive anything of value as interest (or anything of value deemed interest by applicable law) under this Note, or any other document pertaining hereto, an amount that would exceed the highest lawful rate, such amount that would exceed the highest lawful rate shall be applied to the reduction of the principal amount owning under this Note or on account of any other indebtedness of the Company to the Holder, and not to the payment of interest, or if such excess interest exceeds the unpaid principal balance of the Note and such other indebtedness, such excess shall be refunded to the Company. In determining whether or not the interest paid or payable with respect to any indebtedness of the Company to the Holder, under any specified contingency, exceeds the highest lawful rate, the Company and the Holder will, to the maximum extent permitted by applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, (iii) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such indebtedness (including any extension or renewal) so that interest thereon does not exceed the maximum amount permitted by applicable law, and/or (iv) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by applicable law.
11. Severability. If one or more provision of this Note is held to be unenforceable under applicable law, such provision(s) shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
12. Facsimile and Counterparts. This Note may be signed by facsimile and executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.
[Signature Page Follows]
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The parties have executed this Unsecured Promissory Note as of the date first set forth above.
| COMPANY: | ||
| nEXTTRIP HOLDINGS, inc. | ||
| By: | ||
| Name: | Frank Orzechowski | |
| Title: | Chief Financial Officer | |
| Address: | ||
| 3900 Paseo Del Sol | ||
| Santa Fe, NM 87507 | ||
| AGREED TO AND ACCEPTED: | |
| April 9, 2025 | |
| Donald
P. Monaco Insurance Trust Donald P. Monaco, Trustee |
SIGNATURE PAGE TO UNSECURED PROMISSORY NOTE
Exhibit A
Schedule of Advances
| Holder | Date | Amount | ||
| Total: |
EXHIBIT A