NextTrip, Inc. (NTRP) Earnings Call Transcript & Summary

Greetings. Welcome to NextTrip, Inc.'s 2027 Annual Meeting of Stockholders. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Don Monaco, Chairman of the Board of Directors of NextTrip,Inc. Don, please go ahead.

Thank you. Will the meeting please come to order? I am Don Monaco, Chairman of the Board of Directors of NextTrip,Inc. I will be presiding at this meeting. Along with my fellow directors and the executive officers of the company, I would like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of NextTrip. This annual meeting of the stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. You are participating in the meeting virtually. We are pleased to hold our stockholders' meeting virtually as we aim to increase access and participation and to ensure the safety of all NextTrip's constituencies. Stockholders may submit questions at any time during this meeting by typing them into the Ask A Question field on the virtual meeting platform and clicking Submit. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. We would like to welcome the members of the Board of Directors of NextTrip, Inc., who are joining us today. Additionally, we introduce and welcome the NextTrip executives who are in attendance today. Bill Kerby, our Chief Executive Officer; Richard Marshall, our Director of Corporate Development; and Frank Orzechowski, our Chief Financial Officer. In accordance with our bylaws, I will act as Chairman of the meeting, and Mr. Orzechowski will act as Secretary of the meeting. Frank Orzechowski will also serve as the inspector of the election for this meeting. I request that he file his oath of office as the Secretary of the meeting for inclusion in the minutes of this meeting. Will the Secretary please report on the proof of Notice of Meeting?

I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of August 10, 2026, the notice of Internet availability of proxy materials all of which Broadridge commenced distributing to stockholders on or about August 25, 2026. I also have a copy of the company's Form 10-K annual report for the fiscal year ended February 28, 2026, which includes financial statements audited by Haynie & Company. A copy of the 2026 Form 10-K annual report was sent or made available to each stockholder entitled to vote at this meeting. and an electronic copy of the proxy materials, including the Form 10-K annual report is available on the website used to access this meeting. The notice of meeting and affidavit of mailing together with the attachments thereto and the 2026 Form 10-K annual report will be filed with the minutes of this meeting.

Thank you. The Secretary has the list of holders of record of common stock and Series A Convertible Preferred Stock of the company at the close of business on August 10, 2026. This list is available for inspection during the meeting by any stockholder on the website used to access this meeting. The secretary has been instructed to file a copy of the list of stockholders with the records of the company. Mr. Orzechowski, will you please present your report of attendance at this meeting so we can determine whether a quorum is present.

Mr. Chairman, on August 10, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 15,086,101 shares of common stock and 150,000 shares of Series A convertible preferred stock. Each share of Series A convertible stock votes, together with the common stock for proposals 4 and 5 on an as-converted 1 vote per share basis. In my capacity as Inspector of Elections, I report that there are 7,001,344 shares of common stock and 16,667 shares of Series A convertible preferred stock represented by proxy or approximately 46.06% of the voting power entitled to vote at this annual meeting. No other shares of company preferred stock are entitled to vote at this meeting. The shares so represented exceed 1/3 of the voting power entitled to vote at this meeting and thus constitute a quorum.

On the basis of the report of the Secretary and the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. The polls for voting on all matters are open. All NextTrip stockholders entitled to vote at this meeting have the ability to do so online through the virtual meeting platform. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so through the virtual meeting platform. Please remember that if you already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide their preliminary report. We will move now to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing 3 Class III directors to serve until the 2030 Annual Meeting of Stockholders or until their successors are duly elected and qualified subject to their earlier death, resignation or removal. The nominees are Andy Kaplan, Carmen Diges and David Jiang, information concerning their principal occupations, services, NextTrip Board members, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Are there any comments or questions on the first proposal? Seeing none, we will move on to the second proposal. The second proposal to come before the meeting is the proposal to ratify the appointment of Haynie & Company as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of Haynie & Company to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending February 28, 2027. Are there any questions or comments on this proposal? Seeing none, we will move on. The third proposal to come before the meeting is a proposal to approve in accordance with NASDAQ Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares to Lind Global Fund III LP upon conversion of a senior secured convertible promissory note and exercise of warrants, the Board of Directors recommends the approval of Proposal 3. Are there any questions or comments on this proposal? Seeing none, we will move on. The fourth proposal to come before the meeting is a proposal to approve in accordance with NASDAQ Listing Ruling 5635(d), the issuance of shares of our common stock a, to certain non-insiders upon conversion of outstanding shares of our Series A Convertible Preferred Stock and exercise of related warrants; and b, to an insider upon exercise of a Pre-Funded Warrant. The Board of Directors recommends the approval of Proposal 4. Are there any questions or comments on this proposal? Seeing none, we will move on. Fifth proposal to come before the meeting is a proposal to approve in accordance with NASDAQ Listing Ruling 5635(c), the issuance of shares to an insider of our common stock upon conversion of outstanding shares of our Series A Convertible Preferred Stock and exercise the related warrants. The Board of Directors recommends the approval of Proposal 5. Are there any questions or comments on this proposal? Seeing none, we will move on. The sixth proposal to come before the meeting is a proposal to approve on a nonbinding advisory basis the compensation payable to the company's named executive officers as disclosed in the proxy statement. The Board of Directors recommends approval of Proposal 6. Are there any questions or comments on this proposal? Seeing none, we will move on. The seventh proposal to come before the meeting is a proposal to approve the adjournment of the annual meeting to another place or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals. The Board of Directors recommends approval of Proposal 7. Are there any questions or comments on this proposal? Seeing none, we will move on. Mr. Orzechowski, please proceed.