8-K
NextTrip, Inc. (NTRP)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): April 1, 2025
NextTrip,Inc.
(Exactname of Registrant as Specified in Its Charter)
| Nevada | 001-38015 | 27-1865814 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 3900 Paseo del Sol<br><br> <br>Santa Fe, New Mexico | 87507 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’sTelephone Number, Including Area Code: (505) 438-2576
(FormerName or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | NTRP | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01 Entry into a Material Definitive Agreement.
The information in Item 2.01 regarding the Purchase Agreement and License Agreement (each, as defined therein) is hereby incorporated herein by reference.
Item2.01 Completion of Acquisition or Disposition of Assets.
On April 1, 2025, NextTrip, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities related to Ovation’s JOURNY business (the “JOURNY Acquisition”). JOURNY is an established adventure and travel-themed direct streaming Free Ad-Supported Streaming TV (“FAST”) channel (the “JOURNY Channel”), which curates immersive programming centered on exploration and global culture. The Company’s acquisition of the JOURNY assets is intended to enhance the Company’s content portfolio, expand its advertising reach and strengthen its existing Compass.tv platform. The JOURNY Acquisition closed on April 1, 2025.
Pursuant to the Purchase Agreement, as consideration for the JOURNY Acquisition, the Company paid Ovation $300,000 in cash at closing and issued Ovation 20,000 restricted shares of Company common stock (the “Shares”).
In connection with the JOURNY Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement in the media of (i) FAST via the JOURNY Channel and (ii) Video On Demand via the JOURNY Channel. Pursuant to the License Agreement, Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement, and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to certain exceptions). As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate non-refundable license fee of $336,801, as follows:
| Payment Date | Amount | |
|---|---|---|
| April 30, 2025 | $ | 47,709 |
| July 31, 2025 | $ | 59,709 |
| October 31, 2025 | $ | 47,709 |
| January 31, 2026 | $ | 22,709 |
| April 30, 2026 | $ | 22,709 |
| July 31, 2026 | $ | 22,709 |
| October 31, 2026 | $ | 22,709 |
| January 31, 2027 | $ | 22,709 |
| April 30, 2027 | $ | 22,709 |
| July 31, 2027 | $ | 22,709 |
| October 31, 2027 | $ | 22,709 |
Either party may terminate the License Agreement in the event of a material default by the other party that is not cured within fifteen days after the defaulting party receives notice of such default.
The Purchase Agreement and License Agreement contains customary representations, warranties, covenants and events of default.
The foregoing summaries of the Purchase Agreement and License Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents attached as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K (this “Report”), which are incorporated herein by reference.
Item3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 regarding the issuance of the Shares is hereby incorporated herein by reference.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were issued to Ovation in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the Shares constitute “restricted securities” within the meaning of Rule 144 under the Act.
Item7.01 Regulation FD Disclosure.
On April 7, 2025, the Company issued a press release announcing execution of the JOURNY Acquisition, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Report, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Forward-LookingStatements
This Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking statements in this Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “Commission”), reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
| Exhibit Number | Description |
|---|---|
| 2.1 | Asset purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025. |
| 10.1 | License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025. |
| 99.1 | Press Release, dated April 7, 2025. |
| 104 | Cover<br> 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<br> 7, 2025 | By: | /s/ William Kerby |
| Name: | William<br> Kerby | ||
| Title: | Chief<br> Executive Officer |
Exhibit2.1
ASSETPURCHASE AGREEMENT (“APA”)
ThisAsset Purchase Agreement (the “Agreement” or “APA”) is made and entered into as of April 1, 2025, by and between:
Seller: Ovation, LLC, a Delaware limited liability company, with its principal place of business at 500 S Sepulveda Blvd., Suite 300, Los Angeles, CA 90049.
Buyer: Nexttrip, Inc., a Nevada corporation, with its principal place of business at 3900 Paseo del Sol, Santa Fe, NM 8750.
RECITALS
WHEREAS Seller owns and operates JOURNY, a direct streaming FAST channel (the “Business”), and desires to sell certain assets related to the Business; and
WHEREAS Buyer desires to purchase such assets and assume certain liabilities of the Business (the “Transaction”), all upon the terms and conditions set forth herein.
NOW,THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1.SALE AND TRANSFER OF ASSETS AND LIABILITIES
TransferredAssets and Liabilities. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1), Seller shall sell, transfer, assign, and convey to Buyer, and Buyer shall purchase from Seller, all rights, title, and interest in and to the assets listed on Schedule A, B, C, and D attached hereto (collectively, the “Purchased Assets”), and Buyer shall assume all payment obligations and liabilities associated therewith subsequent to the Closing Date, as follows:
| ● | The<br> JOURNY brand and associated apps, including any trademark rights owned by Seller as to the JOURNY mark by Seller as listed on Schedule<br> A; |
|---|---|
| ● | Agreements<br> governing distribution rights to JOURNY as listed on Schedule B (“Distribution Agreements”), and the rights to any associated<br> revenue streams and/or receivables associated therewith; |
| ● | Rights<br> to utilize content licensed by Ovation LLC for JOURNY over the remaining terms of the applicable licenses, in accordance with the<br> license agreement between Buyer and Seller attached hereto as Schedule C (“Content License Agreement”); |
| ● | The<br> service agreements listed in Schedule D as they relate to technology services pertaining to JOURNY, which agreements shall be assigned<br> or applicable rights otherwise transferred effective as of the Closing Date (“Service Agreements”). |
| ● | Revenue<br> that is received by Seller pertaining to the Business and attributable to periods following the Closing Date shall be forwarded by<br> Seller to Buyer within 30 days of receipt. Seller shall work in good faith to instruct payors to remit future such payments directly<br> to Buyer. |
| ● | Invoices<br> for Service Agreements received by the Seller or Buyer for periods after the Closing Date shall be paid by the Buyer; provided, however,<br> that if any such invoices pertain to periods prior to the Closing Date, the Seller shall reimburse the Buyer for pre-closing period<br> services on a pro-rated basis. |
2.PURCHASE PRICE AND PAYMENT TERMS
2.1 Purchase Price. The total purchase price for the Transferred Assets shall be Three Hundred Thousand Dollars ($300,000) USD plus 20,000 restricted shares of Nexttrip, Inc. (the “Purchase Price”).
2.2 Payment of Purchase Price. At the Closing, Buyer shall pay the Purchase Price to Seller by wire transfer of immediately available funds to a bank account designated by Seller and issuance of 20,000 restricted common shares of Nexttrip, Inc. in the form attached as Schedule E, and fully tradeable by Buyer no later than the six-month anniversary of this agreement.
3.CLOSING
3.1 Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures on March April 1, 2025, or such other date as the parties may mutually agree (the “Closing Date”).
3.2 Seller’s Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:
| ● | An<br> executed copy of the APA. |
|---|---|
| ● | Ovation<br> LLC’s board of directors’ approval of the APA. |
| ● | Confirmation<br> that the Distribution Agreements and the Service Agreements are assignable to the Buyer and documentation providing notice of assignment<br> to the Buyer and/or a transition support agreement between Buyer and Seller with regard to such assignment. |
| ● | An<br> executed copy of the Content License Agreement. |
| ● | Contact<br> details of the Seller’s employees who will be available for up to eighty (80) hours of assistance (in the aggregate) to facilitate<br> the transition of the business of JOURNY to the Buyer. |
3.3 Buyer’s Deliveries at Closing. At the Closing, Buyer shall deliver to Seller:
| ● | The<br> Purchase Price as specified in Section 2.2. |
|---|---|
| ● | Nexttrip,<br> Inc.’s board of directors’ approval of the APA. |
| ● | An<br> executed copy of the APA. |
| ● | An<br> executed copy of the Content License Agreement. |
4.REPRESENTATIONS AND WARRANTIES
4.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer that the statements contained in this Section 4.1 are true and correct as of the date hereof. For purposes of this Section 4.1, “Seller’s Knowledge,” “knowledge of Seller” and any other similar phrases shall mean the actual knowledge of any executive officer of Seller, after due inquiry.
| ● | Seller<br> is a limited liability company duly organized, validly existing, and in good standing under the laws of Delaware, with full corporate<br> power and authority to conduct the Business as currently conducted and to execute, deliver, and perform its obligations pursuant<br> to this Agreement. |
|---|---|
| ● | Seller,<br> as it relates to the Business and to the best of its knowledge, is not involved in any pending litigation or regulatory investigations<br> that could affect the assets of the Business or continued use of such. |
| --- | --- |
| ● | There<br> are no material liabilities, debts, or obligations associated with the assets that have not been disclosed to the Buyer, including<br> any legal or tax issues of which Seller is aware. |
| ● | Seller<br> owns the trademark registration for JOURNY as listed in Schedule A, and to the best of its knowledge, there are no disputes or claims<br> regarding the trademark registration or other intellectual property listed in Schedule A (the “Purchased IP”). As it<br> relates to the Business and to the best of its knowledge, Seller owns or has adequate, valid and enforceable rights to use all the<br> Purchased IP, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance. Seller is not<br> bound by any outstanding judgment, injunction, order or decree restricting the use or licensing of the Purchased IP as it relates<br> to the operation of the Business. With respect to the trademark registration (i) such registration is valid, subsisting and in full<br> force and effect to the best of its knowledge; and (ii) Seller has paid all maintenance fees and made all filings required to maintain<br> Seller’s ownership thereof. |
| ● | Seller’s<br> prior and current use of the Purchased IP has not and does not infringe, violate, dilute or misappropriate the intellectual property<br> of any person or entity and there are no claims pending or threatened by any person or entity with respect to the ownership, validity,<br> enforceability, effectiveness or use of the Purchased IP, all of the foregoing to the best of its knowledge as it relates to the<br> operation of the Business. |
| ● | Revenue<br> history and viewership data provided to Buyer are materially accurate and complete to the best of its knowledge. |
| ● | Each<br> contract listed in Schedule B and/or Schedule D is valid and binding on Seller in accordance with its terms and is in full force<br> and effect. None of Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged<br> to be in breach of or default under), or has provided or received any notice of any intention to terminate, any such contract. Complete<br> and correct copies of each contract listed in Schedule B and/or Schedule D have been made available to Buyer. There are no disputes<br> pending or threatened against Seller, to the best of its knowledge, under any contract listed in Schedule B and/or Schedule D. To<br> the best of its knowledge, there is no ongoing or threatened litigation, investigation, or claim related to the Purchased Assets,<br> as it relates to the Business, that could have a material adverse effect on the Business. |
| ● | There<br> has been no undisclosed material adverse impact to the Business since the date of the signing of the Letter of Intent between the<br> parties dated March 13, 2025. |
| ● | To<br> the best of its knowledge, it is in compliance with all applicable laws, regulations, and ordinances relating to the ownership and<br> operation of the Business. |
| ● | The<br> execution, delivery, and performance of this Agreement by Seller do not and will not (i) violate any provision of Seller’s<br> organizational documents, (ii) conflict with or result in a breach of any contract or agreement to which Seller is a party, or (iii)<br> violate any law or regulation applicable to Seller. |
| ● | Seller<br> will not own or operate a FAST channel with more than 25% of its content consisting of travel shows for a period of one (1) year<br> following the Closing Date. |
4.2Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that the statements contained in this Section 4.2 are true and correct as of the date hereof.:
| ● | Buyer<br> is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, with full corporate power and authority<br> to execute, deliver, and perform this Agreement. |
|---|---|
| ● | The<br> execution, delivery, and performance of this Agreement by Buyer do not and will not (i) violate any provision of Buyer’s organizational<br> documents, (ii) conflict with or result in a breach of any contract or agreement to which Buyer is a party, or (iii) violate any<br> law or regulation applicable to Buyer. |
| --- | --- |
| ● | Buyer<br> shall pay all scheduled amounts due and payable per the Content License Agreement in full and when payable under such agreement. |
| ● | Buyer<br> is in compliance with all applicable laws, regulations and ordinances relating to the Transaction and the Purchase Price payment<br> and grant. |
5.COVENANTS
5.1 Confidentiality. Each party agrees to maintain the confidentiality of shared information in accordance with the non-disclosure agreement between the parties dated February 13, 2025, as may be extended by mutual agreement of the parties as needed. Any public announcements concerning the Transaction, including without limitation press or publicity announcements, shall be subject to the advance mutual approval of both parties.
5.2 No reliance. Buyer acknowledges and agrees that the due diligence performed by Buyer is sufficient for Buyer to determine the state of the Business and assess any potential risks associated the Transaction or operation of the Business, including without limitation tax implications, legal issues, and any potential future adverse decisions by JOURNY distributors , and that other than as expressly warranted in this Agreement, Buyer disclaims any reliance on Seller for any such determinations and releases Seller from any associated claim or liability. Buyer affirms that it is not relying on Seller for legal or tax advice and is solely responsible for determining the tax implications, if any, of the Transaction.
5.3 Further Assurances. Each party agrees to execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.
6.INDEMNIFICATION
6.1 Survival. All representations, warranties, covenants, and agreements contained herein and all rights related to indemnification shall survive the Closing.
6.2 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer and its affiliates from and against any and all losses, liabilities, claims, damages, and expenses arising out of (a) any breach of Seller’s representations, warranties, or covenants under this Agreement, or (b) the operation of the Business prior to the Closing Date.
6.3 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its affiliates from and against any and all losses, liabilities, claims, damages, and expenses arising out of (a) any breach of Buyer’s representations, warranties, or covenants under this Agreement, or (b) the operation of the Business subsequent to the Closing Date..
6.4 Limitation of Liability. Except for a breach of the indemnification obligations in this Section 6, neither Seller nor Buyer shall, for any reason or under any legal theory, be liable to the other for any special, indirect, incidental, punitive or consequential damages or for loss of profits, revenues, data or services, regardless of whether such damages or loss was foreseeable and regardless of whether it was informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Notwithstanding anything to the contrary contained herein, the Seller’s liability under this Agreement shall be limited to a maximum of Three Hundred Thousand Dollars ($300,000.00).
6.5 Indemnification Procedures. Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such action, the Indemnified Party may, but shall not be obligated to, defend against such action in such manner as it may deem appropriate, including, but not limited to, settling such action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).
7.MISCELLANEOUS
7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
7.2 Entire Agreement. This Agreement, together with its schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and representations.
7.3 Amendments. Any amendment or modification of this Agreement must be in writing and executed by both parties.
7.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
7.5 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to an affiliate of such party or a party acquiring all or substantially all of the stock or assets of such party.
7.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
INWITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of the date first above written.
| SELLER: Ovation, LLC | |
|---|---|
| By: | /s/<br> Charles Segars |
| Name: | Charles<br> Segars |
| Title: | CEO |
| BUYER: Nexttrip, Inc. | |
| --- | --- |
| By: | /s/<br> William Kerby |
| Name: | William<br> Kerby |
| Title: | CEO |
ScheduleA
Trademarks:
Jurisdiction: United States
Mark: Journy
Mark Type: Standard Character Word Mark
International Class: 041
Registration No.: 6266865
Registration Date: Filed February 9, 2021
Website:
Journy.tv
SocialMedia Accounts:
X: @journynow
Instagram: @journynow
Facebook: facebook.com/JournyNow
ScheduleB
DistributionAgreements
ScheduleC
LicenseAgreement
[attached]
ScheduleD
ServiceAgreements
Exhibit10.1
LICENSE AGREEMENT
THIS AGREEMENT, dated as of April 1, 2025, by and between OVATION LLC with offices at 500 S. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Licensor”) and NEXTTRIP, INC. with offices at 3900 Paseo del Sol, Santa Fe, NM 8750 (“Licensee”), sets forth the material terms under which Licensee agrees to license from Licensor certain exhibition rights in and to the programs listed on Schedule 1 and Scheule 2, attached hereto and incorporated herein by this reference (the “Program(s)”) (each capitalized term as defined below) (the “Agreement”).
WHEREAS, Licensee desires to license the Rights Granted (as defined in Section 1 hereinbelow) in and to the Program(s);
WHEREAS, Licensor is willing to license such Rights Granted;
NOW, THEREFORE, in consideration of the mutual benefits conferred upon the parties and for other good and valuable consideration, the sufficiency of which is hereby mutually acknowledged, the parties agree as follows:
1. Grant of Rights.
a) Subject to the limitations set forth herein, Licensor grants to Licensee, throughout the Territory and during the Term, the right to exhibit, promote, market, advertise, publicize and/or otherwise exploit the Program(s), in the English language, on a non-exclusive basis in the media of (i) Free Ad-supported Streaming Television/FAST via a FAST channel that is at all times (a) owned and operated by Licensee and (b) branded “Journy” (the “Journy Channel”) and (ii) Video On Demand/VOD via the Journy Channel ( the “Rights Granted”). As used herein, “Free Ad-Supported Streaming Television/FAST” means the form of television in which programming is available to viewers over the internet in a preprogrammed, linear format, without requiring a subscription, and which includes ads that cannot be skipped or fast-forwarded. As used herein, “Video On Demand/VOD” means the form video on demand in which programming is available to viewers over the internet, where the commencement time for the transmission of such programming is at the viewer’s discretion, without requiring a subscription, and which includes ads that cannot be skipped or fast-forwarded.
(b) Subject to applicable law and/or any restrictions provided by Licensor to Licensee in writing, Licensee shall have the right to advertise and promote the availability of the Program(s) on the Journy Channel within the Territory during the Term. Licensee’s rights under this section shall include using clips from the Program(s) (or episode thereof if such Program is a series), not to exceed 2 minutes in duration each and four (4) minutes in duration in the aggregate, in the creation of promotional pieces for the promotion of such Program(s)’ availability on the Journy Channel.
(c) Notwithstanding anything to the contrary contained herein, the Rights Granted with respect to the Schedule 2 Program(s) are hereby licensed on a Quitclaim basis. As used herein, “Quitclaim” means that Licensor makes no representation or warranty of any kind, whether express or implied, with respect to the underlying rights of the Schedule 2 Programs. Licensee accepts the Schedule 2 Program(s) “as is” and assumes any risks associated with the underlying rights related thereto, whether now known or later discovered.
2. License Fee. As full and complete consideration for all Rights Granted hereunder, Licensee shall pay Licensor the non-refundable license fee of Three Hundred Thirty Six Thousand Eight Hundred One Dollars ($336,801.00) (“License Fee”) in accordance with the payment schedule set forth on Schedule 4, attached hereto and incorporated herein by this reference (the “Payment Schedule”).
3. Territory. “Territory” shall mean the United States and any additional territory as set forth in Column 3 of Schedule 1 and Schedule 2.
4. Availability Date; Term. The “Term” for each Program shall commence on the effective date as set forth in Column 1 of Schedule 1 or Schedule 2, as applicable, and shall expire on the date set forth in Column 2 of Schedule 1 or Schedule 2, as applicable, for such Program.
5. Editing. Licensee may make only necessary edits to insert commercial advertisements or to comply with legal or regulatory standards and practices, provided that such edits do not materially alter the substance or integrity of the Program. Furthermore, such editing is subject to, and Licensee agrees it shall abide by, applicable law and any and all additional restrictions upon editing contained in agreements or relevant provisions of applicable guild agreements and other third-party agreements of which Licensee is made aware. Under no circumstances shall Licensee (i) reposition, delete or alter in any manner credits, billings, copyright notices or other material provided by Licensor (including overlaying, superimposing or dubbing visual and/or audio material), all of which must be exhibited exactly as delivered by Licensor, or (ii) insert product placements within the Programs themselves.
6. Other Rights/Holdbacks. Licensor shall not license any unaffiliated third party the right to exhibit the Schedule 1 Programs other than the Licensee, as reflected herein. Licensor reserves its rights in and to the Program(s) other than the Rights Granted to Licensee; provided, however that Licensor agrees not to use the Schedule 1 Programs on its owned or operated streaming platforms with the exception of the Programs listed on Schedule 3 (and in such instance, will not use such Programs on its FAST platforms.)
7. Representations. Licensor represents and warrants that: (i) it is duly organized, validly existing and in good standing in the jurisdiction of its organization, (ii) it has the requisite power and authority to enter into and perform its obligations under this Agreement, and (iii) this Agreement is a valid and binding obligation of Licensor, and (iv) to the best of its knowledge, except for the Schedule 2 Programs, the non-dramatic performing rights in the musical compositions contained in the Program(s) are either (x) controlled by or licensed to Licensor to the extent necessary to permit Licensee’s exhibition of the Program(s), (y) in the public domain, or (z) controlled by a performing rights society having jurisdiction in the Territory; provided, however, the Licensee is responsible for clearing the third party public performance and communication to the public rights in the musical compositions and sound recordings contained in the Program(s).. Licensee represents and warrants that (i) it is duly organized, validly existing and in good standing in the jurisdiction of its organization, (ii) it has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, (iii) it shall perform its obligations hereunder in compliance with applicable laws, rules and regulations (including U.S. embargoes and export control regulations), including, without limitation, obtaining and maintaining throughout the Term all necessary authorizations, approvals and consents to enter into this Agreement and perform such obligations, (iv) this Agreement is a valid and binding obligation of Licensee; and (v) it has, or shall have, all necessary rights to any equipment or technology used to provide the delivery, transmission, retransmission, compression and encryption services necessary to exercise its rights and perform its obligations hereunder, and its provision of such services shall not violate the rights of any third party.
8. Indemnification. Each party assumes liability for and shall indemnify, defend and hold harmless the other party, its parent company, partners, subsidiaries, successors, and affiliated companies, and the officers, directors, agents, and employees of all of the foregoing (“Indemnified Parties”), from and against any demands, losses, penalties, claims, damages, liabilities, cost, and expenses (including, but not limited to, reasonable legal fees and expenses) (collectively “Claims”) of whatever kind and nature imposed on, incurred by or asserted against any of the Indemnified Parties, relating in any way to any breach of any warranty, or representation, of covenant made or obligation assumed by the respective party herein. Each party agrees to notify the other in writing of any Claim promptly upon learning of the existence thereof. The notified party shall promptly undertake the defense of such Claim and shall, upon request by the indemnitee, allow the indemnitee to participate in the defense thereof.
9. Confidentiality; Press Releases. Except to the extent disclosure is required by law, administrative or court order or must be made to attorneys, accountants, auditors, employees, officers and directors of either Licensor or Licensee, neither Licensor nor Licensee (or their respective permitted parties) shall disclose the terms of this Agreement to any third party. Both parties agree that no press release of any kind in connection to this Agreement shall be made without the express prior written consent of the other party.
10. Other Terms.
(a) Notices. Any notice, payment, demand or communication required or permitted to be given by the provisions of this Agreement shall be deemed to be sufficiently given or served for all purposes if delivered personally to the party or to an officer of the party to whom the same is directed, or if sent by registered or certified mail, postage and charges prepaid, to the address of the party as shown below, or to such other address as shall be furnished in writing by one party to the other. Any such notice shall be deemed to be transmitted as of the date so delivered, if delivered personally, or shall be effective five (5) days after the same was deposited with adequate postage in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid, except where actual receipt is required by an express provision hereof, to Licensor and Licensee, addressed as follows:
Ovation LLC:
500 S. Sepulveda Blvd
Los Angeles, CA 90049
Attn: Business Affairs
NextTrip, Inc.
1560 Sawgrass Corporate Parkway, Ste. 130
Sunrise, Florida 33323
Attn: Legal
(b) Relationship. Nothing contained in this Agreement shall be construed to make Licensor or Licensee partners, joint venturers or agents of one another, or give Licensor any interest whatsoever in any of the results or proceeds derived from the exercise of the Rights Granted or agreed to be granted under this Agreement.
(c) Limitation of Liability. Except for a breach of the indemnification obligations in Section 8, neither Licensor nor Licensee shall, for any reason or under any legal theory, be liable to the other for any special, indirect, incidental, punitive or consequential damages or for loss of profits, revenues, data or services, regardless of whether such damages or loss was foreseeable and regardless of whether it was informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGMENT, OR ACCURACY AND SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE SCHEDULE 2 PROGRAMS.
(d) Choice of law: Dispute Resolution. This Agreement will be construed in all respects in accordance with the laws of the State of New York applicable to agreements entered into and to be wholly performed therein. This Agreement is binding on the parties’ respective transferees and successors. Any dispute arising under this Agreement (“Dispute”) which cannot be resolved informally will be submitted to final and binding arbitration in the borough of Manhattan, New York, New York pursuant to the rules of the American Arbitration Association. Any dispute or portion thereof that may not be arbitrated pursuant to applicable law may only be heard in a court of competent jurisdiction in the borough of Manhattan, New York, New York.
(e) Waivers: Cumulative Remedies. Any waiver of any provision must be in writing and signed by the duly authorized representative(s) of the party whose rights are being waived. No waiver of any breach shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision. Failure of Licensor or Licensee to enforce or seek enforcement of this Agreement’s terms following any breach shall not be construed as a waiver of such breach. All remedies, whether at law, in equity or under this Agreement are cumulative. Each party acknowledges that it is not entering into this Agreement in reliance upon any term, condition, representation or warranty not stated herein.
(f) Notice of Default. Notwithstanding any other provision hereof, if either party is in default hereunder, the non-defaulting party agrees to give such defaulting party written notice of said default in the manner provided for in Section 10(a). The defaulting party shall have fifteen (15) days after transmission of **** such notice of default in which to cure such default, except for Licensee’s failure to timely pay any portion of the License Fee due hereunder. In each such case, Licensee shall have five (5) business days after receipt of notice of default in which to cure such default. If such default is not cured within such time provided, the non-defaulting party shall have all remedies allowed under this Agreement.
(g) Withdrawal. Licensor may, in its sole discretion, withdraw any Program from license hereunder at any time by sending seven (7) day prior written notice to Licensee (in which event, Licensee shall cease any pending exhibitions of such withdrawn Program(s) as soon thereafter as is reasonably practicable) if Licensor determines that the exhibition thereof would or might (i) infringe upon the rights of others, including, without limitation, violating the terms of a previously-existing license agreement involving such Program, (ii) violate any law, court order, government regulation or other ruling of any governmental agency, or (iii) subject Licensor to any legal liability. Any notice sent by Licensor hereunder shall state in reasonable detail the basis for such withdrawal.
(h) Termination. This Agreement may be terminated by either party as applicable if the other party shall be in material default hereunder and shall have failed to cure such default as provided for herein. Without limiting any of Licensor’s remedies hereunder, in the event this Agreement is terminated for an uncured Licensee default (including without limitation for non-payment of any portion of the License Fee), Licensee shall remain fully liable for all unpaid and/or outstanding License Fee amounts due and owing as of the date of termination, notwithstanding any such termination.
(i) Survival. Any provisions which by their nature should survive shall survive termination or expiration of this Agreement. The representations, warranties, and indemnities contained herein shall continue throughout the Term. The indemnities shall survive termination of this Agreement, regardless of the reason for such termination.
(j) Assignment: Binding Effect. Neither this Agreement nor either party’s rights or obligations shall be assigned or transferred by either party without the other’s prior written consent; provided, however, no consent is necessary for an assignment to a successor entity resulting from a merger, acquisition, or consolidation by or of either party or the sale of substantially all of the assets of a party or assignment only to an entity under common control, controlled by or in control of either party, and further provided that such successor assumes all rights and obligations of this Agreement in writing. Any assignment or transfer not specifically permitted herein shall be null and void. This Agreement is binding on the parties’ respective transferees and successors. This should also allow assignment to affiliates – pls check and make sure it’s consistent with asset purchase agreement
(k) Severability. The invalidity of any provision shall not affect the validity of any other provision. If any provision is determined to be invalid or otherwise illegal, this Agreement shall remain effective and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein; provided, however, that both parties shall negotiate in good faith with respect to an equitable modification of the provision held to be invalid or unenforceable, and provisions logically related to it.
(l) General. Licensor and Licensee each acknowledge that this Agreement was fully negotiated by the parties. Therefore, no provision shall be interpreted against any party because such party or its legal representative drafted such provision. The provisions of this Agreement are for the exclusive benefit of the parties and their permitted assigns. No third party shall be a beneficiary of, or have any rights by virtue of, this Agreement. Section titles and headings are for convenience only and shall not in any way affect the interpretation of this Agreement. Notwithstanding anything in this Agreement to the contrary, the parties expressly understand and agree that each and every representation, warranty, covenant, undertaking, and agreement was not made or intended to be made as a personal representation, undertaking, warranty, covenant, or agreement on the part of any individual. Any recourse, whether in common law, in equity, by statute or otherwise, against any individual is hereby forever waived and released.
m) Entire Agreement; Counterparts: Amendments. This Agreement, including any Schedules and Exhibits (which are by this reference incorporated in their entirety), contains the parties’ entire understanding and supersedes all contemporaneous and prior understandings, whether written or oral, relating to the subject matter hereof. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the Agreement. This Agreement may not be modified except in an instrument in writing executed by the duly authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.
| ACCEPTED AND AGREED: | |||
|---|---|---|---|
| LICENSOR: | LICENSEE: | ||
| OVATION LLC | NEXTTRIP INC. | ||
| By: | /s/ Charles Segars | By: | /s/ William Kerby |
| Charles Segars, CEO | William Kerby, CEO |
Schedule 1
(Programs)
Schedule 2
(Quitclaim Programs)
Schedule 3
(Reserved Program Usage Rights For Streaming Platforms)
Schedule 4
(Payment Schedule)
| Payment Date | Total | |
|---|---|---|
| April 30, 2025 | $ | 47,709 |
| July 31, 2025 | $ | 59,709 |
| October 31, 2025 | $ | 47,709 |
| January 31, 2026 | $ | 22,709 |
| April 30, 2026 | $ | 22,709 |
| July 31, 2026 | $ | 22,709 |
| October 31, 2026 | $ | 22,709 |
| January 31, 2027 | $ | 22,709 |
| April 30, 2027 | $ | 22,709 |
| July 31, 2027 | $ | 22,709 |
| October 31, 2027 | $ | 22,709 |
| Total | $ | 336,801 |
Exhibit99.1
NextTripAcquires JOURNY TV Channel, Expanding Its FAST Media Footprint
AcquisitionAccelerates NextTrip Media Growth, Strengthening Audience Reach and Advertising Opportunities
SantaFe, NM – April 7, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,”or the “Company”), a leading travel technology company dedicated to transforming how travelers plan, book, and experience trips, today announced it has acquired the JOURNY trademark and associated domain names and other assets related to the business from Ovation, LLC. Ovation will remain involved with the channel via an ownership stake in NextTrip. This strategic acquisition enhances NextTrip’s content portfolio, expands its advertising reach, and further strengthens its existing Compass.tv platform, reinforcing the Company’s commitment to delivering premium travel discovery content that drives engagement and travel bookings.
JOURNY, a premier established adventure and travel-themed FAST (Free Ad-Supported Streaming TV) channel, curates immersive programming centered on exploration and global culture. Available on leading smartphones and FAST channel platforms that reach over 17 million active devices each month, JOURNY captivates a diverse and engaged audience with high-quality travel storytelling.
“We are thrilled to welcome JOURNY to the NextTrip family as we continue to expand our portfolio of high-quality, travel-centric content,” said Bill Kerby, CEO of NextTrip. “This addition perfectly complements Compass.tv and enhances our ability to connect with a broader audience through compelling and inspiring travel narratives. We believe that JOURNY’s established presence in the FAST space aligns with and accelerates our strategy to drive deeper audience engagement and create valuable opportunities for advertisers and travel package bookings.”
Ovation CEO, Charles Segars, commented, “We are proud of JOURNY’s evolution into a premiere destination for travel storytelling. As fans of the genre, we’re excited to watch the service continue to grow as NextTrip leverages their library and production opportunities. As investors in NextTrip, we’re excited to see JOURNY’s distribution and reach contribute to the growing success of NextTrip’s content and commerce ecosystem.”
The addition of JOURNY to NextTrip’s portfolio significantly bolsters NextTrip’s presence in the booming FAST market, which reaches over 50 million active monthly users, exemplifying the immense potential of ad-supported streaming. Unlike traditional television, FAST channels offer viewers free, on-demand access to premium content in exchange for intermittent ads, fostering larger audiences and robust revenue generation for content providers.
The FAST industry is experiencing unprecedented growth. According to TBI, U.S. FAST channel revenues are projected to hit $12 billion by 2027, with Statista forecasting 79.8 million FAST viewers. Allied Market Research further reports a projected 15.4% CAGR for global FAST channels from 2023 to 2032, reflecting a surge in advertiser interest and investment in the space.
With JOURNY’s travel-focused programming and Compass.tv’s expanding ecosystem, the Company believes that NextTrip is well positioned to amplify its reach and advertising potential. This strategic synergy offers new opportunities for travel partners, content creators, and brands seeking high-impact digital exposure.
“We’re excited about the expanded reach and new partnerships that JOURNY enables,” added Kerby. “JOURNY and Compass.tv together create a powerful top-of-funnel discovery vehicle for travel brands, tourism boards, and advertisers looking to connect with engaged, adventure-seeking audiences.”
Beyond delivering top-tier content, JOURNY serves as a platform for tourism boards, advertisers, and influencers to showcase destinations and experiences across digital, television, and social channels. With a growing roster of travel filmmakers and content creators, the channel provides a dynamic space for storytelling that inspires global exploration.
This addition of JOURNY marks a milestone in NextTrip’s evolution, reinforcing its commitment to innovation, content diversification, and user engagement. By integrating JOURNY with Compass.tv, NextTrip continues to redefine the intersection of media and travel, making global discovery more accessible and inspiring for audiences and travel consumers worldwide.
The full terms of the JOURNY acquisition, including details on cash and restricted shares of NextTrip issued in the transaction, are available in NextTrip’s Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”).
AboutJOURNY
JOURNY is a travel-entertainment app at the intersection of travel, art, and culture! Watch award-winning television series and popular shorts focused on immersive experiences and unique storytelling for FREE! Powered by Ovation and designed for the conscientious traveler, our programming centers on world travel, cultural tourism, and global citizenry. Utilizing a network of talented and passionate travel filmmakers, producers and creators, JOURNY brings together the voices and stories that make us connected and human. JOURNY is also available as a FAST channel destination, with hours of bingeable, curated programming. For more information visit JOURNY.tv
AboutNextTrip
NextTrip (NASDAQ: NTRP) is a technology-driven platform delivering innovative travel booking and travel media solutions. NextTrip Leisure offers individual and group travelers’ vacations to the most popular and sought-after destinations in Mexico, the Caribbean, and around the world. The NextTrip Media platform – Travel Magazine – provides a social media space for viewers to explore, educate, and share their “bucket list” travel experiences with friends. Additionally, NextTrip is launching an end-to-end content ecosystem that utilizes AI-assisted travel planning to capture advertising, build brand awareness, reward loyalty, and drive bookings. For more information and to book a trip, visit www.nexttrip.com.
Forward-LookingStatements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, the Company’s ability to effectively integrate the JOURNY business with its own; the Company’s development efforts related to its Compass.tv platform, JOURNY channel and its other platforms; changes in the FAST industry, including changes in demand, viewership and revenue generating opportunities; changes to acceptance of NextTrip’s products and services; changes in travel trends; changes in domestic and foreign business, market, financial, political and legal conditions; unanticipated conditions that could adversely affect the company; the overall level of consumer demand for NextTrip’s products/services, and Compass.tv and JOURNY TV channel in particular; general economic conditions and other factors affecting consumer confidence, preferences, and behavior in the travel industry; disruption and volatility in the global currency, capital, and credit markets; the financial strength of NextTrip’s customers; NextTrip’s ability to raise additional capital to fund its operations; NextTrip’s ability to implement its business strategy; changes in governmental regulation; NextTrip’s exposure to litigation claims and other loss contingencies; stability of consumer demand for NextTrip’s products and services; any breaches of, or interruptions in, NextTrip’s information systems; fluctuations in the price, availability and quality of products as well as foreign currency fluctuations; NextTrip’s ability to maintain its Nasdaq listing; and changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. NextTrip disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise, except as required by applicable law. For additional information regarding risks and uncertainties that could impact NextTrip’s forward-looking statements, please see disclosures contained in the company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on September 4, 2024 and our other filings with the SEC which may be viewed at www.sec.gov.
Contacts
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
NTRP@mzgroup.us
www.mzgroup.us