What the changes say
- NextTrip expanded its losses with net loss rising to $10,198,684 for fiscal 2025 and an accumulated deficit of $34,349,823.
- Nasdaq delisting risks escalated due to non-compliance with the minimum stockholders' equity of $2,500,000 and late filings.
- Outstanding shares surged from 936,430 to 7,653,525, significantly increasing dilution from preferred stock and warrants.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
As of February 28, 2025, we had $9,936,153 in total assets, $2,571,086 in total liabilities, negative working capital of $105,577 and a total accumulated deficit of $34,349,823. We had a net loss of $10,198,684 for the fiscal year ended February 28, 2025 and $7,339,276 for the fiscal year ended February 29, 2024
We face continuing operating losses, negative working capital of $105,577, and an accumulated deficit of $34,349,823 as of February 28, 2025, threatening our ability to continue as a going concern.
- NewRisks relating to its indebtedness include
Unfavorable changes in, or interpretations of, government regulations or taxation of the evolving product offerings, Internet and e-commerce industries could harm our travel division operating results
Complying with diverse global licensing, consumer data, and real estate regulations for our travel division adds significant costs and liabilities.
- NewRisks Related to Our Securities
If we are unable to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital
We received multiple Nasdaq non-compliance notices for failing the $2,500,000 stockholders equity requirement and untimely periodic filings.
- NewRisks Related to Our Securities
You may experience significant dilution as a result of future equity offerings or the conversion of outstanding shares of our convertible preferred stock
Future equity offerings under the Alumni Capital SPA and conversion of 3,388,875 preferred shares outstanding as of May 28, 2025, will cause significant dilution.
Dropped
- DroppedRisks Related to Our Business
As of February 29, 2024, we had $5,088,842 in total assets, $1,960,813 in total liabilities, negative working capital of $245,005 and a total accumulated deficit of $24,151,139. We had a net loss of $7,339,276 for the fiscal year ended February 29, 2024 and $5,033,496 for the fiscal year ended February 28, 2023
- DroppedRisks relating to its indebtedness include
We have contracted for products in markets throughout the world, in jurisdictions which have various regulatory and taxation requirements that can affect our travel division operations or regulate the activity of travel suppliers
Prior year working capital and accumulated deficit figures.
- DroppedRisks Related to Our Securities
There is no assurance that we will satisfy the continued listing requirements of The Nasdaq Capital Market
- DroppedRisks Related to Our Securities
Nasdaq further informed the Company that if the Company fails to show compliance upon filing its next periodic report with the SEC and Nasdaq, the Company may be subject to delisting
- DroppedRisks Related to Our Securities
Neither of the Notices have an immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective
Prior year global travel regulation compliance burden.
- DroppedRisks Related to Our Securities
You may experience additional dilution as a result of future equity offerings
- DroppedRisks Related to Our Securities
We have broad discretion in the use of the net proceeds of our securities offerings and may not use them effectively
- DroppedRisks Related to Our Securities
We will incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements
Reworded
- 53% rewrittenRisks Related to Our Securities
Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall
Updated common stock outstanding from 936,430 to 7,653,525 as of May 28, 2025, and added conversion of preferred stock as a dilution source.
- 45% rewrittenRisks Related to Our Business
We are not profitable and may never become profitable
Updated financial figures for fiscal 2025 showing net loss increased to $10,198,684 and accumulated deficit grew to $34,349,823.
- 43% rewrittenRisks relating to its indebtedness include
We are dependent on key personnel, and the loss of any of these individuals could harm our business
Removed public sector program experience and project leader hiring details from key personnel requirements.
- 43% rewrittenRisks relating to its indebtedness include
If we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our platforms, our reputation and business may suffer
Added that a lack of funding has severely restricted our marketing efforts and travel technology platform expansion.
Was: If we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our websites, our reputation and business may suffer
- 39% rewrittenRisks Related to Our Securities
We could issue one or more additional series of shares of preferred stock with the effect of diluting existing stockholders and impairing their voting and other rights
Removed the specific count of 63,494 outstanding preferred shares as of August 31, 2024.
- 38% rewrittenRisks Related to Our Securities
Our outstanding warrants may result in further dilution to our stockholders
Updated outstanding warrants to purchase 3,122,772 common shares as of May 28, 2025, with 237,429 containing full-ratchet anti-dilution adjustments.
- 31% rewrittenRisks Related to Our Securities
The price of our securities is subject to volatility related or unrelated to our operations, which could result in substantial losses for our stockholders
Updated common stock trading price range to a low of $1.50 and high of $7.65 for the 2024-2025 period.
All 33 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect our operating results
- 02As of February 28, 2025, we had $9,936,153 in total assets, $2,571,086 in total liabilities, negative working capital of $105,577 and a total accumulated deficit of $34,349,823. We had a net loss of $10,198,684 for the fiscal year ended February 28, 2025 and $7,339,276 for the fiscal year ended February 29, 2024New
- 03We are not profitable and may never become profitable45% rewritten
Risks relating to its indebtedness include
- 04If distributors are unable to drive customers to our websites and/or we are unable to drive visitors to our websites, from search engines or otherwise, this could negatively impact transactions on the websites of our distributors as well as our own websites and consequently cause our travel revenue to decrease
- 05Unfavorable changes in, or interpretations of, government regulations or taxation of the evolving product offerings, Internet and e-commerce industries could harm our travel division operating resultsNew
- 06If we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our platforms, our reputation and business may suffer43% rewritten
- 07Our long-term success depends, in part, on our ability to expand traveler bases outside of the United States and, as a result, our business is susceptible to risks associated with international operations
- 08The market in which we participate is highly competitive, and we may be unable to compete successfully with our current or future competitors
- 09We are exposed to fluctuations in currency exchange rates
- 10If we fail to protect confidential information against security breaches, or if distributors or travelers are reluctant to use our online marketplace because of privacy or security concerns, we might face additional costs, and activity on our websites could decline
- 11Cyber-attacks and system vulnerabilities could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position
- 12If our systems cannot cope with the level of demand required to service our consumers and accommodations, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction, and delays in the introduction of new services
- 13Loss or material modification of our credit card acceptance privileges could have a material adverse effect on our business and operating results
- 14We currently rely on a small number of third-party service providers to host and deliver a significant portion of our services, and any interruptions or delays in services from these third parties could impair the delivery of our services and harm our business
- 15If we do not adequately protect our intellectual property, our ability to compete could be impaired
- 16We may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages and limit our ability to operate
- 17If the businesses and/or assets that we have acquired or invested in do not perform as expected or we are unable to effectively integrate acquired businesses, our operating results and prospects could be harmed
- 18Failure to obtain adequate insurance coverage could put us at risk for uninsured losses
- 19We are dependent on key personnel, and the loss of any of these individuals could harm our business43% rewritten
- 20Our Bylaws contain provisions for indemnifying our officers and directors
- 21Our operating costs could be significantly higher than we expect, and this could reduce our future profitability
Risks Related to Our Securities
- 22The price of our securities is subject to volatility related or unrelated to our operations, which could result in substantial losses for our stockholders31% rewritten
- 23We could be subject to securities class action litigation
- 24Historically, there has been a limited trading market in our common stock, and you may therefore have difficulty selling your securities at a price that you determine is satisfactory
- 25If we are unable to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capitalNew
- 26You may experience significant dilution as a result of future equity offerings or the conversion of outstanding shares of our convertible preferred stockNew
- 27Our outstanding warrants may result in further dilution to our stockholders38% rewritten
- 28We do not intend to pay dividends on our common stock, and your ability to achieve a return on your investment will depend on appreciation in the market price of our securities
- 29If securities or industry analysts do not publish research or reports about us, or if they issue adverse or misleading opinions regarding us or our securities, the market price of our securities and their trading volume could decline
- 30Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall53% rewritten
- 31If we fail to maintain effective internal control over financial reporting, the market price of our securities may be adversely affected
- 32Provisions in our Charter and Bylaws could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management
- 33We could issue one or more additional series of shares of preferred stock with the effect of diluting existing stockholders and impairing their voting and other rights39% rewritten
Other NextTrip 10-Ks
- FY2026 10-K risk factors33 risks1 new1 dropped6 reworded
Liquidity and going-concern risk is newly emphasized, with $761,004 negative working capital and a $16.2 million 2026 net loss.
Filed May 29, 2026 - FY2024 10-K risk factors37 risks
NextTrip faces severe going concern risks with negative working capital of $245,005 and an accumulated deficit of $24,151,139. The company received a Nasdaq deficiency notice for failing to maintain the minimum $2,500,000 stockholders equity requirement. Operations are heavily dependent on global air travel volumes and third-party web hosting providers.
Filed Sep 04, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.