NextTrip, Inc.

NextTrip, Inc. is a technology-forward travel and media company operating at the intersection of premium content and travel commerce, structured around a unified ecosystem designed to guide consumers from inspiration and discovery to planning, booking, and servicing. The company believes the travel industry is undergoing a structural shift toward video-led discovery, personalized planning, and seamless booking experiences, and its strategy is designed to capture this shift by combining premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services. NextTrip markets its travel services through several core brands including NextTrip Vacations, Five Star Alliance, and TA Pipeline, with specialty platforms including PayDlay, the Groups Platform, and the Travel Agent Platform, while its Media segment properties include JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine.

The company operates and reports its business in two segments: Travel and Media. The Travel segment encompasses the proprietary NXT2.0 booking platform and all booking-oriented brands and products, generating revenue primarily through commissions, markups, and service fees on travel bookings. The Media segment encompasses content creation, audience development, media distribution, and advertising monetization operations, generating revenue primarily through advertising, sponsorships, branded content, and destination marketing programs, while also functioning as a demand-generation engine for the Travel segment. The company is in the early stages of scaling its commercial operations and has only nominal revenues to date, with its ability to implement its business plan dependent on successfully expanding supplier relationships, attracting customers, and securing adequate capital.

Significant operational developments during the fiscal year included the acquisition of Five Star Alliance, a premier luxury travel agency, for aggregate cash consideration of $1,400,000 and an aggregate of 443,549 shares of Series O Preferred Stock ¹. The company also acquired TA Pipeline, a premier group travel and MICE platform, for $443,168 in cash and 96,774 restricted shares of Company common stock valued at $300,000 ². Additionally, the company acquired the JOURNY.tv assets from Ovation LLC for $300,000 in cash and 20,000 restricted shares of Company common stock ³, and entered into an Asset Purchase Agreement with Brand USA to purchase select content, brand rights, and distribution assets of GoUSA TV for $350,000 in cash plus restricted shares with a value of $350,000 ⁴. The company also entered into a joint venture with KC Global Media to accelerate international expansion of JOURNY.tv into India, Southeast Asia, and Australia/New Zealand.

For the fiscal year ended February 28, 2026, the company reported total revenue of $3,715,528 ⁵ compared to $501,423 ⁶ in the prior year, representing a significant increase driven by the inclusion of acquired operations. The company reported a net loss applicable to common stockholders of $16,247,596 ⁷ for the fiscal year ended February 28, 2026, compared to $10,198,684 ⁸ for the prior year, with operating expenses of $17,017,660 ⁹ compared to $7,416,731 ¹⁰ in the prior year. As of February 28, 2026, the company had total assets of $13,076,958 ¹¹, total liabilities of $7,315,557 ¹², negative working capital of $761,004 ¹³, and a total accumulated deficit of $50,597,419 ¹⁴.

Management has disclosed that the company expects to continue to incur net losses and negative cash flows from operations for the foreseeable future as it invests in technology enhancements, supplier relationships, media content, and marketing initiatives. The company estimates that it will need to raise a minimum of $5.5 - $7.0 million in net proceeds to continue operations for the next twelve months, and to support and expand the marketing and development of its 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 its planned revenue streams from all products are fully implemented and begin to offset its operating costs. Due to uncertainties regarding the company's ability to meet its current and future operating and capital expenses, there is substantial doubt about its ability to continue as a going concern for 12 months from the date of filing of the Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

The company's growth strategy is centered on its integrated content-to-commerce model, which is designed to create a seamless pathway described as "Watch. Scan. Book. Go.," enabling consumers to move from inspiration through the Media segment directly to booking discounted packages mirroring the watched Travel segment. The company believes this model reduces customer acquisition costs over time by leveraging owned media audiences while also generating independent advertising revenue from the Media segment. The company's revenue strategy emphasizes higher-value travel segments including luxury travel, cruise, and group travel, which management believes offer higher transaction values, repeat business opportunities, and enhanced service economics.

The company's margin trajectory is influenced by its product mix between commission-based travel products, which are generally lower margin, and directly negotiated travel products, which allow the company to set its own retail pricing and generate higher gross margins. The company's strategy emphasizes expanding direct contract relationships with travel suppliers to control margins, while supplementing inventory through third-party API relationships to broaden product depth. The company's cost structure is expected to remain elevated as it continues to invest in technology enhancements, supplier relationships, media content, and marketing initiatives, with operating expenses of $17,017,660 ⁹ for the fiscal year ended February 28, 2026.

Capital allocation plans are focused on funding the company's integrated travel and media ecosystem, with recent acquisitions including Five Star Alliance for aggregate cash consideration of $1,400,000 and 443,549 shares of Series O Preferred Stock ¹, TA Pipeline for $443,168 in cash and 96,774 restricted shares valued at $300,000 ², JOURNY.tv assets for $300,000 in cash and 20,000 restricted shares ³, and GoUSA TV assets for $350,000 in cash plus restricted shares valued at $350,000 ⁴. The company also has outstanding indebtedness and has engaged in multiple securities purchase agreements and promissory note financings to support operations, including short-term promissory notes and line of credit arrangements.

The most material risks disclosed in the filing include the company's dependence on the global travel industry, where a prolonged or substantial decrease in global travel due to health concerns, epidemics, pandemics, terrorist attacks, political unrest, natural disasters, climate change impacts, macroeconomic conditions, or changes in visa and immigration policies could materially and adversely affect business, financial condition, and results of operations. The company faces substantial doubt about its ability to continue as a going concern, with $13,076,958 in total assets ¹¹, $7,315,557 in total liabilities ¹², negative working capital of $761,004 ¹³, and a total accumulated deficit of $50,597,419 ¹⁴, and estimates it will need to raise a minimum of $5.5 - $7.0 million in net proceeds to continue operations for the next twelve months. The company has incurred losses in every reporting period since commencing business operations in 2010, with net loss applicable to common stockholders of $16,247,596 ⁷ for fiscal year 2026 and $10,198,684 ⁸ for fiscal year 2025, and operating expenses of $17,017,660 ⁹ exceeding revenues of $3,715,528 ⁵. Additional risks include the highly competitive nature of the travel market dominated by key players such as Expedia and Booking.com, the company's reliance on search engine marketing and optimization to drive website traffic, exposure to fluctuations in currency exchange rates as it conducts business outside the United States, cybersecurity threats and system vulnerabilities that could lead to service outages or data loss, dependence on a small number of third-party service providers for hosting and payment processing, and risks associated with integrating acquired businesses including Five Star Alliance, TA Pipeline, JOURNY.tv, and GoUSA TV.

Management's message to shareholders emphasizes that the company is at an early stage of commercial development with nominal revenues to date, and that its ability to implement its business plan depends on successfully expanding supplier relationships, attracting customers, and securing adequate capital to fund marketing and future product development. Management has stated that the company expects to continue to incur net losses and negative cash flows from operations for the foreseeable future, and has disclosed that the company estimates it will need to raise a minimum of $5.5 - $7.0 million in net proceeds to continue operations for the next twelve months. The two to three strategic priorities emphasized by management include the development and roll out of the comprehensive two-segment model combining travel booking and media content, the integration of acquired businesses including Five Star Alliance, TA Pipeline, JOURNY.tv, and GoUSA TV into the unified ecosystem, and the commercial activation of the "Watch. Scan. Book. Go." content-to-commerce strategy through the launch of JournyGO and Travel Magazine Pro.