10-Q: NextTrip Reports Soaring Revenue Amidst Deepening Losses
Quarterly Report
NextTrip, Inc. announced significant revenue growth in its latest quarterly report, driven by strategic acquisitions, but also reported a substantial increase in net losses and a going concern warning.
Summary
- Revenue for the three months ended November 30, 2025, increased by 1,508% to $1,200,130, up from $74,635 in the prior year.
- Gross profit improved to $217,478 (18% margin) for the three months ended November 30, 2025, compared to a gross loss of $(2,116) (-3% margin) in the same period last year.
- Net loss applicable to common stockholders for the three months ended November 30, 2025, widened to $(3,286,255), a 63% increase from $(2,019,951) in the prior year.
- For the nine months ended November 30, 2025, revenue grew by 402% to $2,096,605, while net loss applicable to common stockholders increased by 96% to $(10,889,368).
- The company completed several strategic acquisitions, including FSA Travel, LLC, JOURNY.tv assets, and TA Pipeline LLC, expanding its Travel and Media segments.
- A significant working capital deficit of $750,124 was reported as of November 30, 2025, up from $105,577 as of February 28, 2025.
- The company raised $3.3 million in gross proceeds from private placements of securities in December 2025, subsequent to the reporting period.
Sentiment
Score: 2
Explanation: Despite strong revenue growth, the significant increase in net losses, substantial accumulated deficit, worsening working capital, and an explicit 'going concern' warning indicate a highly precarious financial position. While strategic acquisitions are underway, the company's ability to fund operations and achieve profitability remains highly uncertain, warranting a very low sentiment score.
Positives
- Revenue for the three months ended November 30, 2025, increased by 1,508% to $1,200,130, primarily due to group travel, a consortia payment, and commission income from Five Star Alliance bookings.
- Gross profit improved significantly to $217,478 (18% margin) for the three months ended November 30, 2025, compared to a gross loss of $(2,116) (-3% margin) in the prior year, driven by FSA and group travel bookings.
- Strategic acquisitions of FSA Travel, LLC, JOURNY.tv assets, and TA Pipeline LLC have expanded the company's travel and media offerings, contributing to revenue growth.
- The company successfully launched NextTrip Cruise on March 27, 2025, providing access to over 10,000 sailings and 35 cruise partners.
- A strategic partnership with Intimate Hotels of Barbados (IHB) was established on April 3, 2025, making NextTrip the official booking engine for over 35 independent properties.
- Net cash used in operating activities from continuing operations decreased by 22% to $2,450,860 for the nine months ended November 30, 2025, compared to $3,143,697 in the same period of 2024.
Negatives
- Net loss applicable to common stockholders for the three months ended November 30, 2025, increased by 63% to $(3,286,255) from $(2,019,951) in the prior year.
- Total operating expenses for the three months ended November 30, 2025, increased by 86% to $3,302,260, driven by higher professional services, technology costs, and depreciation/amortization.
- The accumulated deficit grew to $(45,239,191) as of November 30, 2025, from $(34,349,823) as of February 28, 2025.
- Working capital deficit increased to $(750,124) as of November 30, 2025, from $(105,577) as of February 28, 2025.
- The company has substantial doubt about its ability to continue as a going concern for the next 12 months due to ongoing losses and capital needs.
- A promissory note receivable of $2,567,665 from NextPlay Technologies, Inc. is deemed uncollectible due to NextPlay's involuntary bankruptcy proceedings.
- The company's Media segment reported an operating loss of $(466,889) for the three months ended November 30, 2025, and $(1,110,007) for the nine months ended November 30, 2025.
Risks
- Substantial doubt exists about the company's ability to continue as a going concern for the next 12 months due to accumulated deficits and working capital deficits.
- The company requires a minimum of $5.5 million in additional financing to fund operations, maintain Nasdaq listing compliance, and execute its business plan for the next twelve months.
- Future equity financing may be highly dilutive to existing stockholders, and debt financing may include onerous covenants and repayment obligations.
- Failure to obtain sufficient funding could lead to delays, limitations, or termination of business operations and loss of Nasdaq listing.
- The collectability of a $2,567,665 promissory note from NextPlay Technologies, Inc. is uncertain due to NextPlay's involuntary bankruptcy.
- The company is in the early stages of commercial operations with nominal revenues, limited operating history, and minimal brand awareness, requiring significant capital to execute its business model.
- The fair value of derivative liabilities (Put Option) and contingent consideration (TA Milestone Payment) are subject to market fluctuations and projections, which could materially affect financial results.
Future Outlook
The company expects to continue incurring net losses and negative cash flows from operations for the foreseeable future as it invests in technology enhancements, supplier relationships, and marketing initiatives. It requires a minimum of $5.5 million to continue operations for the next twelve months and plans to raise additional funds through equity or debt financings. The company aims to complete the NextTrip model, which is expected to drive accelerated growth by focusing on underserved areas in the travel sector and leveraging its integrated media solutions to reduce external marketing expenditures and create new advertising revenue channels. Most new programs are expected to be delivered within 180 days of obtaining necessary funding.
Management Comments
- "We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology enhancements, supplier relationships, and marketing initiatives."
- "Throughout this report, whenever we discuss our operational achievements, ecosystem, or growth plans, you should consider that we presently have nominal revenues, limited operating history, minimal brand awareness, and will require significant additional capital to execute our business model."
- "Our ability to capitalize on existing travel technology platforms is severely restricted due to the lack of funding to drive marketing programs."
- "The timeline to complete these programs is dependent upon our ability to raise capital; however, we believe that most programs can be delivered within 180 days of obtaining such necessary funding."
- "Upon completion of the NextTrip model, we expect to drive revenues from travel solutions outside of the focus of major travel competitors."
Industry Context
NextTrip is positioning itself as an early-stage, technology-driven travel company developing an integrated travel booking and media platform. This strategy aligns with broader industry trends towards personalized travel experiences, digital content integration, and diversified revenue streams beyond traditional booking commissions. The focus on underserved market opportunities like groups and travel agents, along with features like 'PayDlay,' aims to differentiate it from established Online Travel Agencies (OTAs) that often prioritize volume. The integration of media brands like JOURNY.tv and Travel Magazine reflects a trend to capture travelers at various stages of their journey, from inspiration to booking, and to leverage content for advertising revenue, similar to how larger travel content platforms operate.
Comparison to Industry Standards
- The company is in the early stages of commercial operations with nominal revenues, making direct comparisons to established industry leaders like Expedia, Booking.com, or Trip.com challenging and not directly provided in the filing.
- NextTrip's strategy of integrating media (JOURNY.tv, Travel Magazine) with a booking engine (NXT2.0) aims to create a 'content-to-commerce' ecosystem, a model also pursued by larger players who seek to capture user engagement beyond transactional bookings.
- The focus on niche markets such as group travel (TA Pipeline acquisition) and luxury/cruise offerings (Five Star Alliance acquisition) suggests a strategy to target higher-margin segments, which can be a competitive advantage against broad-market OTAs.
- The 'PayDlay' deferred payment option is an innovative feature that could differentiate NextTrip in the competitive travel financing landscape, though its impact on market share and profitability is yet to be proven against established payment solutions.
- The company's current financial performance, characterized by significant net losses and a going concern warning, is not comparable to the profitability and scale of mature industry players, highlighting its early-stage and high-risk profile.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Salvatore Battinelli | 2025-07-28 | Resignation as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director | Jacob Brunsberg | 2025-07-28 | Resignation as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director | Dennis Duitch | 2025-07-28 | Resignation as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director | Kent Summers | 2025-07-28 | Resignation as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director | Bill Kerby | 2025-07-17 | Appointed to fill newly created vacancy as CEO and co-founder of NTH. | |
| Director | Andy Kaplan | 2025-07-17 | Appointed to fill newly created vacancy. | |
| Director (Class I) | Stephen Kircher | 2025-07-28 | Appointed as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director (Class II) | Jimmy Byrd | 2025-07-28 | Appointed as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director (Class III) | Carmen Diges | 2025-07-28 | Appointed as part of Board Appointment Rights exercise following the NextTrip Acquisition. | |
| Director (Class III) | David Jiang | 2025-07-28 | Appointed as part of Board Appointment Rights exercise following the NextTrip Acquisition. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Size Increase | The Board of Directors adopted a resolution to increase the size of the board from five to seven members. | 2025-07-14 | Expands board oversight and potentially brings in new expertise, aligning with the company's growth strategy post-acquisitions. |
| Committee Appointments | New directors were appointed to the Audit Committee (Carmen Diges Chair, Stephen Kircher, Jimmy Byrd), Compensation Committee (Jimmy Byrd Chair, Stephen Kircher, Carmen Diges), and Nominations & Governance Committee (David Jiang Chair, Carmen Diges). | 2025-07-28 | Restructures key board committees with new independent directors, potentially enhancing governance and oversight in critical areas. |
| Preferred Stock Conversion Approval | Shareholder approval was obtained at the Annual Meeting of Stockholders on November 14, 2025, for the conversion of various series of preferred stock (Series J, K, L, M, N, O, P, and Q) into common shares, addressing Nasdaq listing rule 5635(a) Exchange Cap. | 2025-11-14 | Ensures compliance with Nasdaq listing requirements and simplifies the capital structure by converting preferred shares to common stock, potentially reducing future dilution concerns related to the Exchange Cap. |
Legal Proceedings
- NextPlay Technologies, Inc. is in involuntary bankruptcy proceedings, and the outcome is uncertain. The company has established an allowance for credit losses for the full $2,567,665 promissory note from NextPlay.
Related Party Transactions
- The company has a $3,000,000 revolving line of credit with Monaco Investment Partners II, LP (MIP), which is controlled by Donald Monaco, the company's Chairman. This line of credit was fully drawn as of November 30, 2025.
- On April 9, 2025, NTH and the Donald P. Monaco Insurance Trust (Donald Monaco, trustee) entered into two promissory notes totaling $645,000, which were subsequently repaid using an initial advance from the MIP Line of Credit.
- On September 10, 2025, the company issued 31,250 and 50,000 restricted shares of Series Q Preferred Stock to Andy Kaplan and Jimmy Byrd, respectively, both independent directors, at $3.20 per share.
- On September 15, 2025, Carmen Diges and Stephen Kircher, independent directors, converted existing unsecured promissory notes (including accrued interest of $43,456 and $109,514, respectively) into Series Q Preferred Stock.
- On November 4, 2025, the company sold 33,400 restricted shares of Common Stock and a warrant to KC Global Media Asia LLC, where Andy Kaplan, an independent director, is the Chairman.
Stakeholder Impact
- **Shareholders:** Face significant dilution risk from future equity capital raises and potential loss of Nasdaq listing if funding is not secured. Existing common stockholders have experienced substantial losses per share. The conversion of preferred shares to common stock, while addressing Nasdaq rules, increases the common share count.
- **Employees:** The company's ability to continue as a going concern directly impacts job security. Stock-based compensation is a significant component of employee incentives.
- **Customers:** The expansion of travel and media offerings (NXT2.0, Five Star Alliance, TA Pipeline, JOURNY.tv, NextTrip Cruise) aims to provide a broader range of services and personalized experiences. However, the company's early stage and financial instability could pose risks to service continuity if funding is not secured.
- **Suppliers:** Strategic partnerships and direct contracts are crucial for the company's business model. Financial instability could affect the company's ability to meet payment obligations or maintain these relationships.
- **Creditors:** The company has significant notes payable and a related-party line of credit. The 'going concern' warning indicates elevated risk for creditors, although some related-party debt has been repaid or converted.
Next Steps
- Raise additional funds (minimum $5.5 million) through equity or debt financings to support ongoing operations and business plan execution.
- Continue investing in technology enhancements, supplier relationships, and marketing initiatives for the NXT2.0 booking engine and media platforms.
- Further integrate media features with the booking system, including the launch of 'My Journy' personalized travel-planning magazine.
- Introduce a multi-level rewards program and a planned group chat/sharing feature to encourage customer loyalty and engagement.
- Develop and launch an AI-powered travel assistant to provide recommendations, price alerts, and support.
- Continue development of new tools for travel agents on the Travel Agent Platform.
- Leverage content from Save Your Day Films as an in-house production partner to deliver exclusive media content.
Key Dates
| Date | Description |
|---|---|
| 1985-12-23 | Sigma Additive Solutions, Inc. (then Messidor Limited) was initially incorporated in Nevada. |
| 2001 | Name changed to Framewaves Inc. |
| 2002-06-24 | Extraordinary Vacations USA, Inc. incorporated. |
| 2010-09-27 | Name changed to Sigma Labs, Inc. |
| 2013-03-15 | The company's 2013 Equity Incentive Plan expired. |
| 2015-10-22 | NextTrip Holdings Inc. (NTH) incorporated. |
| 2018-03-09 | Five Star Alliance, LLC organized. |
| 2020-12-04 | SBA loan originally issued to FSA. |
| 2021-07-01 | TA Pipeline, LLC organized. |
| 2021-10-04 | FSA received a modification to its SBA loan, increasing the principal amount. |
| 2022-05-17 | Sigma Labs, Inc. began doing business as Sigma Additive Solutions. |
| 2022-08-09 | Name changed to Sigma Additive Solutions, Inc. |
| 2023-01-25 | NextPlay and NTG entered into the Amended and Restated Separation Agreement, Operating Agreement, and Exchange Agreement (NextPlay Exchange Agreement). |
| 2023-09-01 | Original due date for the NextPlay Note. |
| 2023-10-12 | The company (then Sigma) entered into a Share Exchange Agreement with NTH, NTG, and William Kerby for the NextTrip Acquisition. |
| 2023-12-28 | Stockholders approved the adoption of the NextTrip 2023 Equity Incentive Plan. |
| 2023-12-29 | Closing of the NextTrip Acquisition, making NTH a wholly-owned subsidiary of the company. |
| 2024-01-26 | Company filed a Certificate of Designation of Series H Convertible Preferred Stock. |
| 2024-02-22 | Company filed a Certificate of Designation of Series I Convertible Preferred Stock. |
| 2024-03-11 | Sigma filed a Certificate of Amendment to its Articles of Incorporation to change its name to NextTrip, Inc. |
| 2024-03-13 | Effective date of the name change from Sigma Additive Solutions, Inc. to NextTrip, Inc. |
| 2024-05-24 | Company sold a short-term promissory note to Stephen Kircher. |
| 2024-06-26 | Company sold a short-term promissory note to Carmen Diges. |
| 2024-10-31 | Original maturity date of Stephen Kircher's promissory note. |
| 2024-12-24 | Company announced collaboration with Leap Media Group. |
| 2024-12-31 | Company sold a short-term promissory note to SIS II. |
| 2025-01-03 | Company filed Certificates of Designation for Series J, K, L, and M Nonvoting Convertible Preferred Stock. |
| 2025-01-27 | Creditors of NextPlay, including company officers, filed a petition to force NextPlay into involuntary bankruptcy. |
| 2025-01-30 | Company filed a Certificate of Designation of Series N Convertible Preferred Stock. |
| 2025-02-04 | Company sold a short-term promissory note to 1800 Diagonal Lending LLC. |
| 2025-02-06 | Company acquired a 49% non-controlling interest in FSA Travel, LLC and filed a Certificate of Designation of Series O Nonvoting Convertible Preferred Stock. |
| 2025-02-10 | Initial Closing Date for the FSA Travel, LLC acquisition. |
| 2025-02-24 | Company entered into a Share Exchange Agreement with Blue Fysh Holdings Inc. |
| 2025-02-25 | Company filed amendments to Series I and L Certificates of Designation and filed a Certificate of Designation of Series P Nonvoting Convertible Preferred Stock. |
| 2025-02-28 | Closing of the Blue Fysh Share Exchange. |
| 2025-03-25 | Company received Nasdaq approval for its initial listing application related to Contingent Shares. |
| 2025-03-26 | Company issued 4,393,993 Contingent Shares to NTG Sellers; all outstanding unvested SARs became immediately vested and exercisable; all outstanding options terminated upon change in control. |
| 2025-03-27 | Company unveiled NextTrip Cruise. |
| 2025-04-01 | Company entered into an asset purchase agreement with Ovation LLC for JOURNY.tv assets; JOURNY.tv Acquisition closed. |
| 2025-04-03 | Company entered into a strategic partnership with Intimate Hotels of Barbados (IHB). |
| 2025-04-09 | Company exercised its option to purchase the remaining 51% interest in FSA Travel, LLC (Final Closing Date). |
| 2025-04-28 | Company paid additional contingent consideration to former owners of FSA. |
| 2025-05-05 | Remaining 1,450,000 Contingent Shares were issued to NTG Sellers upon achievement of the fourth and final business milestone. |
| 2025-05-06 | Company entered into a Line of Credit Agreement with Monaco Investment Partners II, LP (MIP). |
| 2025-05-31 | Maturity date of the MIP Line of Credit. |
| 2025-06-25 | Original maturity date of Carmen Diges' promissory note. |
| 2025-07-14 | Company's Board of Directors appointed Bill Kerby and Andy Kaplan as directors, and appointed NTH Appointees as directors. |
| 2025-07-17 | Effective date of Bill Kerby and Andy Kaplan's directorships; Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors. |
| 2025-07-28 | Effective date of Stephen Kircher, Jimmy Byrd, Carmen Diges, and David Jiang's directorships. |
| 2025-08-06 | Company entered into a Membership Interest Purchase Agreement with TA Pipeline LLC; TA Acquisition closed. |
| 2025-08-15 | First payment due for the February 4, 2025 promissory note to 1800 Diagonal Lending LLC. |
| 2025-08-20 | Company entered into a securities purchase agreement with Alumni Capital LP for the Alumni Note and Warrants. |
| 2025-09-03 | Accrued interest calculation date for Carmen Diges and Stephen Kircher's debt conversion. |
| 2025-09-10 | Company entered into securities purchase agreements with Andy Kaplan and Jimmy Byrd for Series Q Preferred Stock. |
| 2025-09-12 | Company filed a Certificate of Designation of Series Q Convertible Preferred Stock. |
| 2025-09-15 | Stephen Kircher and Carmen Diges entered into debt conversion agreements for Series Q Preferred stock. |
| 2025-09-22 | Company issued shares to MZ Group for investor relations services and to Iroquois Capital Management for cashless warrant exercise. |
| 2025-09-26 | Company sold a short-term promissory note to 1800 Diagonal Lending LLC. |
| 2025-10-06 | Company issued shares to Iroquois Capital Management for cashless warrant exercise. |
| 2025-10-07 | Company issued shares to NexGenAI for consulting services. |
| 2025-10-08 | Company sold restricted shares to Caesar Capital in a private placement. |
| 2025-10-20 | Company issued restricted shares to Harold Erhard for investor relations services. |
| 2025-10-24 | Company sold a short-term promissory note to 1800 Diagonal Lending LLC. |
| 2025-10-28 | Company issued restricted shares to New Orleans Private Wealth Management for investor relations services and sold restricted shares to Denis Suggs in a private placement. |
| 2025-11-04 | Company sold restricted shares to KC Global Media Asia, LLC in a private placement. |
| 2025-11-06 | Company sold restricted shares to Johan Mosaheb, LLC in a private placement. |
| 2025-11-12 | Company sold restricted shares to Rest Harbour, Inc. and Thomas and Karen Kofman in private placements. |
| 2025-11-14 | Company sold restricted shares to Phillip and Michael Investments in a private placement; Shareholder approval obtained at the Annual Meeting of Stockholders for preferred stock conversion. |
| 2025-11-18 | Alumni Capital agreed to extend the Alumni Note until December 31, 2025. |
| 2025-11-19 | Various preferred shares (Series I, J, K, L, M, N, O, P, and Q) automatically converted to common shares. |
| 2025-11-20 | Original due date for the Alumni Note. |
| 2025-11-21 | Company sold restricted shares to Charcoal Investments, Ltd. in a private placement. |
| 2025-11-28 | Company sold restricted shares to Cleveland Parker in a private placement. |
| 2025-11-30 | End of the quarterly reporting period. |
| 2025-12-19 | Company entered into securities purchase agreements with two private investors, raising $300,000. |
| 2025-12-22 | Company entered into a Securities Purchase Agreement with an investor for a private placement, raising $3,000,000. |
| 2025-12-23 | Closing of the December 22, 2025 Offering; amendments to common stock warrants and a share cancellation agreement were entered into. |
| 2025-12-30 | Company repaid the Alumni Note and the SIS II Note in full. |
| 2025-12-31 | Extended maturity date for the Alumni Note and SIS II Note. |
| 2026-01-13 | Latest practicable date for common stock outstanding count (13,666,807 shares). |
| 2026-01-14 | Date of filing of this Quarterly Report on Form 10-Q. |
| 2026-03-30 | First payment due for the September 26, 2025 promissory note to 1800 Diagonal Lending LLC. |
| 2027-05-31 | Maturity date of the MIP Line of Credit. |
| 2050-12-04 | Maturity date of the assumed SBA loan from FSA. |
Recommendation
strong sellDespite impressive revenue growth, NextTrip's financial health is severely distressed, evidenced by a substantial increase in net losses, a widening accumulated deficit, and a significant working capital deficit. The explicit 'going concern' warning, coupled with the need for at least $5.5 million in additional capital within the next 12 months, highlights extreme operational and financial risk. While recent capital raises provide some short-term relief, they are insufficient to address the long-term funding requirements without further significant dilution. The uncertainty surrounding the collectability of a large promissory note further exacerbates the risk profile. For a seasoned investor, the current financial instability and high probability of further dilution or even bankruptcy make this a 'strong sell' recommendation, as the risks far outweigh the potential rewards from its early-stage strategic initiatives.
Keywords
Travel Technology, Media Platform, SEC Filing, Quarterly Report, Financial Results, Going Concern, Acquisitions, NTRP, NextTrip, Travel Bookings, Advertising Revenue, Nasdaq Listing, Capital Raise, Operating Loss, Working Capital Deficit
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.