Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On September 15, 2025, NextTrip, Inc., a Nevada corporation (the "Company"), consummated the securities transaction as described below.

Series Q Preferred Stock Offering

On September 10, 2025, the Company entered into securities purchase agreements (each a "Series Q Purchase Agreement") with certain accredited investors (the "Purchasers"), pursuant to which the Company issued and sold an aggregate of 81,250 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the "Series Q Preferred"), (the "Series Q Offering") at a purchase price of $3.20 per share.

The Series Q Preferred shall be convertible into the Company's common stock (the "Common Stock") on such date that the Company obtains stockholder approval to remove the Exchange Cap (as described below).

The Series Q Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

See Item 5.03 below for a description of the terms of the Series Q Preferred, which is incorporated by reference herein.

The Series Q Offering includes conversion or exercise limitations which provide that the Company shall not issue or sell any shares of Common Stock pursuant to the conversions of preferred stock to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued would exceed 19.99% of the shares of Common Stock outstanding on the date of each such Offering (which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by each such separate Offering under applicable rules of the Nasdaq Capital Market) (the "Exchange Cap") unless and until the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by the Purchase Agreements and the stockholders of the Company have in fact approved such issuance in accordance with the applicable rules and regulations of the Nasdaq Capital Market.

The Company intends to use the net proceeds from the Offerings as working capital for general corporate purposes.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of such document attached as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report"), which are incorporated herein by reference.