UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant [X]☒

Filed by a Party other than the Registrant [  ]☐

Check the appropriate box:

SIGMA LABS, INC.Sigma Additive Solutions, Inc.

(Exact name of registrant as specified in its charter)

N/A

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement,person(s) filing proxy statement, if Other Thanother than the Registrant)registrant)

Payment of Filing Fee (check the appropriate box);:

SIGMA LABS,ADDITIVE SOLUTIONS, INC.

3900 Paseo del Sol

Santa Fe, New Mexico 87507

TO THE STOCKHOLDERS OF Sigma Additive Solutions, Inc.:

You are cordially invited to attend an Annual Meeting of the stockholders of Sigma Additive Solutions, Inc., a Nevada corporation (referred to herein as “SASI,” “Sigma,” the “Company,” “we,” “us” or “our”), which will be held virtually, via live webcast on December 28, 2023, at 10:00 a.m. Mountain Time. You will be able to attend the Annual Meeting by first registering at http://www.viewproxy.com/Sigma/2023/htype.asp no later than December 27, 2023, at 11:59 p.m. Eastern Time. After registering, you will receive a meeting invitation and password via e-mail with your unique link to join the meeting. Stockholders will be able to listen, vote and submit questions during the virtual Annual Meeting.

At the Annual Meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Acquisition Proposal,” to approve the issuance of shares of our common stock pursuant to that certain Share Exchange Agreement dated October 12, 2023 (as amended from time to time, the “Exchange Agreement”) among Sigma, NextTrip Holdings, Inc. (“NextTrip”), NextTrip Group, LLC, the parent company of NextTrip (the “NextTrip Parent”), and William Kerby, in the capacity as the “NextTrip Representative”, in exchange for all of the issued and outstanding capital stock of NextTrip. We refer to the exchange as the “Acquisition” and to the shares of our common stock issuable pursuant to the Exchange Agreement as the “Exchange Shares.” A copy of the Exchange Agreement is attached to the accompanying proxy statement as Annex A. In connection with the Acquisition, we are asking our stockholders to approve amendments to our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) as reflected in the form of Certificate of Amendment to the Articles of Incorporation attached as Annex B to the accompanying proxy statement (the “Amendment”).

Upon the closing of the Acquisition, the NextTrip Parent’s members, which we sometimes refer to as the “NextTrip Sellers,” will be issued a number of Exchange Shares equal to 19.99% or our issued and outstanding shares of common stock immediately prior to the closing of the Acquisition. Under the Exchange Agreement, the NextTrip Sellers will be entitled to receive additional Exchange Shares, which are referred to as the “Contingent Shares,” subject to NextTrip’s achievement of future milestones specified in the Exchange Agreement. The Contingent Shares, together with the Exchange Shares issued at the closing of the Acquisition, will not exceed 6,000,000 shares of our common stock. Assuming all the business milestones are achieved and no other change in our outstanding shares as of September 30, 2023, the NextTrip Sellers will receive Exchange Shares equal to approximately 88.5% of the outstanding shares of our common stock immediately following the issuance of all the Exchange Shares and Sigma stockholders as of immediately prior to closing of the Acquisition will retain the balance of approximately 11.5% of such outstanding shares. Following the closing of the Acquisition, and subject to stockholder approval, the Company will change its corporate name to “NextTrip, Inc.” References to NextTrip, Inc. mean the Company following the Acquisition and such name change.

Apart from the Acquisition, Sigma entered into an Asset Purchase Agreement with Divergent Technologies, Inc. (“Divergent”), dated October 6, 2023, pursuant to which Sigma has agreed to sell to Divergent certain assets, consisting primarily of patents, software code and other intellectual property (the “Asset Sale”). It is anticipated that the Asset Sale will take place promptly after the closing of the Acquisition.

Sigma’s common stock is listed on The Nasdaq Capital Market under the symbol “SASI.” We currently expect that the trading symbol for the common stock will be changed to “NXXT” in connection with the Acquisition to better align with the new name of the Company. On November [●], 2023, the last trading day before the date of the accompanying proxy statement, the closing sale price of Sigma common stock as reported on The Nasdaq Capital Market was $[●] per share.

In connection with its evaluation of the Acquisition, the board of directors of Sigma (the “Board”) engaged Lake Street Capital Markets, LLC (“Lake Street”) to act as its financial advisor. Lake Street has rendered its opinion that, based upon and subject to the assumptions, limitations and qualifications set forth in their opinion, the issuance of the Exchange Shares to the NextTrip Sellers under the Exchange Agreement is fair, from a financial point of view, to Sigma. A copy of Lake Street’s written opinion is attached as Annex C to the accompanying proxy statement.

At the Annual Meeting, our stockholders will be asked to consider and vote upon:

Each of these proposals is more fully described in the accompanying proxy statement, which each stockholder is encouraged to carefully read and consider.

We are providing the proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Annual Meeting and at any adjournment or postponement of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please take the time to vote by one of the means described in the accompanying proxy statement. YOUR VOTE IS VERY IMPORTANT.

Thank you for your participation. We look forward to your continued support.

SIGMA ADDITIVE SOLUTIONS, INC.

3900 Paseo del Sol

Santa Fe, New Mexico 87507

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSSTOCKHOLDERS.

To Be Held on December 28, 2023

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an Annual Meeting (the “Annual Meeting”) of stockholders of Sigma Additive Solutions, Inc., to be held virtually, via live webcaston December 28, 2023, at 10:00 a.m. LocalMountain Time. In order to attend the meeting, you must register at http://viewproxy.com/Sigma/2023/htype.asp by 11:59 p.m. Eastern Time on Thursday, July 15, 2021

DearDecember 27, 2023. Stockholders of Sigma Labs, Inc.:attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to join us and participate online. We recommend that you log in a few minutes before 10:00 a.m., Mountain Time, on December 28, 2023 to ensure you are logged in when the Annual Meeting starts. You will not be able to attend the Annual Meeting in person.

The 2021 annual meetingpurpose of stockholders (the “Annual Meeting”)the Annual Meeting is to consider and vote upon:

1) the Acquisition Proposal – approval of Sigma Labs,the issuance of the Exchange Shares in exchange for all the capital stock of NextTrip and the other terms and conditions of the Exchange Agreement and the transactions contemplated thereby;

2) the Name Change Proposal – the approval of the Amendment to change the Company’s corporate name to “NextTrip Inc., a Nevada corporation, will be held on July 15, 2021 at 10:00 a.m. local time, in a virtual meeting format only due” following completion of the Acquisition;

3) the Capital Increase Proposal – the approval of the Amendment to COVID-19, to protectincrease the health and well-beingauthorized shares of our stockholders, directors and employees and taking into account current federal, state and local guidance, for the following purposes, as more fully described in the accompanying Proxy Statement:common stock from 1,200,000 to 100,000,000 shares;

1. To elect4) the Election of Directors Proposal – the election of two Class IIII directors to serve until the 20242026 annual meeting of stockholders and until their respective successors are duly elected and qualified;qualified, subject to their earlier death, resignation or removal;

2. To approve an amendment to our 2013 Equity Incentive Plan to fix at 1,765,000 shares5) the aggregate numberSay on Pay Proposal – the approval, on a non-binding advisory vote basis, of shares of our common stock issued or issuable under the Sigma Labs, Inc. 2013 Equity Incentive Plan;

3. To approve the Sigma Labs, Inc. 2021 Employee Stock Purchase Plan;

4. To approve, by non-binding vote, the compensation of ourpayable to Sigma’s named executive officers as disclosed in thisthe accompanying proxy statement;

5. To6) the Frequency of Say on Pay Proposal – the recommendation, on a non-binding advisory vote basis, of the frequency of future advisory votes on executive compensation;

7) The Equity Incentive Plan Proposal – the approval of the Sigma Additive Solutions, Inc. 2023 Equity Incentive Plan;

8) the Ratification of Accountant Proposal – to ratify the appointment of Haynie & Company as our independent registered public accounting firm for our fiscal year ending December 31, 2021;2023;

9) the Adjournment Proposal – the approval of the adjournment of the Annual Meeting by the Chairman thereof to a later date to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Acquisition Proposal or the Amendment; and

6. To transact10) the transaction of such other business as may properly come before the Annual Meeting or any adjournmentsadjournment or postponementspostponement thereof.

Our Board of Directors has fixed the close of businessThe accompanying proxy statement and our Annual Report on June 4, 2021 as the record dateForm 10-K for the Annual Meeting. Only stockholdersfiscal year ended December 31, 2022, which is part of record on June 4, 2021 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

This Proxy Statement and our annual reportthese proxy materials, can be accessed directly at the following Internet address: http://viewproxy.com/sigmalabsinc/2021/.www.viewproxy.com/Sigma/2023.

Only holders of record of the Company’s common stock at the close of business on November 20, 2023, or the “Record Date,” are entitled to notice of the Annual Meeting and to vote and have their votes counted at the Annual Meeting and any adjournment or postponement of the Annual Meeting. We intend to mail these proxy materials beginning on or about [●], 2023 to all stockholders of record entitled to vote at the Annual Meeting.

A complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination during regular business hours for the ten (10) days prior to the Annual Meeting by request. You may email us at frank.orzechowski@sigmaaddditive.com to coordinate arrangements to view the stockholder list.

After careful consideration, the Board unanimously recommends that you vote, or instruct your broker or the agent to vote:

YOUR VOTE IS IMPORTANT. WhetherIMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY PHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or not you plan to attendchange your vote at any time before the closing of voting at the Annual Meeting, we urgeMeeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Without your instructions, your broker can vote your shares only with respect to routine matters such as the Name Change Proposal, the Ratification of Accountant Proposal and the Adjournment Proposal. Without your instructions, your broker or other agent cannot vote on the Acquisition Proposal, the Capital Increase Proposal, the Election of Directors Proposal, the Say on Pay Proposal, the Frequency of Say on Pay Proposal or the Equity Incentive Plan Proposal.

If you fail to return your proxy card, grant your proxy electronically over the Internet, submit your vote viaover the Internet, telephonephone, or mail.

We appreciate your continued support of Sigma Labs, Inc. and look forward to either greeting you personallyvote virtually at the Annual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Annual Meeting. If you are a stockholder of record as of the Record Date, voting virtually at the Annual Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or receivingother nominee, you must obtain from the record holder a valid “legal” proxy issued in your proxy.name in order to vote virtually at the Annual Meeting.

We encourage you to read the accompanying proxy materials carefully. If you have any questions concerning the Acquisition, the Annual Meeting or the accompanying proxy materials, would like additional copies of the proxy materials or need help voting your shares of common stock, please contact our Chief Financial Officer and Secretary, Frank Orzechowski, at (203) 733-1356 or frank.orzechowski@sigmaadditive.com.

Thank you for your participation. We look forward to your continued support.

TABLE OF CONTENTS

PROXY CARD

SIGMA LABS, INC.

PROXY STATEMENT

FOR 2021 ANNUAL MEETING OF STOCKHOLDERSFORWARD-LOOKING STATEMENTS

To Be Held at 10:00 a.m. Local Time on Thursday, July 15, 2021

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2021 annual meeting of stockholders of Sigma Labs, Inc., a Nevada corporation (the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Thursday, July 15, 2021 at 10:00 a.m. local time, in a virtual meeting format due to COVID-19, to protect the health and well-being of our stockholders, directors and employees and taking into account current federal, state and local guidance. This Proxy Statement and the accompanying proxy card are first being mailed on or about June 17, 2021 to all stockholders entitled to vote at the Annual Meeting.

Thestatement, including information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statementproxy statement, contains forward-looking statements regarding, among other things, Sigma’s plans, strategies and referencesprospects, both business and financial. Although Sigma believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, Sigma cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to our website addressrisks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” in this Proxy Statementproxy statement and from time to time in Sigma’s other filings with the Securities and Exchange Commission, or the “SEC”. Many of the forward-looking statements contained in this presentation may be identified by the use of forward-looking words such as “believe”, “expect”, “anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”, “aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”, “designed”, “create”, “predict”, “project”, “seek”, “would”, “could”, “continue”, “ongoing”, “upside”, “increases” and “potential”, among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this proxy statement and the materials incorporated by reference herein are inactive textual references only.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETINGset forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited to:

What matters am I voting on?

You will be voting on:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. All forward-looking statements included herein attributable to any of Sigma, NextTrip, the NextTrip Parent or any person acting on any party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, none of Sigma, NextTrip and the NextTrip Parent have any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

SUMMARY TERM SHEET

This Summary Term Sheet provides an overview of material information regarding the proposed Acquisition and may not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the Exchange Agreement attached as Annex A and the written opinion of Lake Street relating to the Acquisition attached as Annex C, for a more complete understanding of the Acquisition and the Exchange Agreement and related matters. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in the section titled “Where You Can Find More Information” beginning on page 124.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE ANNUAL MEETING

The following are answers to some questions that Sigma stockholders may have regarding the Acquisition Proposal, the Name Change Proposal, the Capital Increase Proposal and the other matters being considered at Sigma’s Annual Meeting of Stockholders, which is referred to herein as the “Annual Meeting.” We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Acquisition and the other matters being considered at the Annual Meeting. Additional important information is also contained in the Annexes to this proxy statement and in the documents incorporated by reference herein.

Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement and the Annexes attached hereto. If Sigma stockholders fail to adopt and approve the Acquisition Proposal, the Acquisition cannot be completed.

“FOR” the Acquisition Proposal;

“FOR” the Name Change Proposal;

“FOR” the Capital Increase Proposal;

“FOR” each of the individuals nominated for appointment as Class III directors pursuant to the Election of Directors Proposal;

“FOR” the Say on Pay Proposal;

“EVERY THREE YEARS” on the Frequency of Say on Pay Proposal;

“FOR” the Equity Incentive Plan Proposal;

“FOR” the Ratification of Accountant Proposal; and

“FOR” the Adjournment Proposal, if presented.

You should read the discussion in the “Background of the Acquisition” section beginning on page 42 and the discussion of each of the proposals for a discussion of the factors that the Board considered in deciding to recommend the approval of the Acquisition Proposal and related proposals.

How does the BoardStockholders of Directors recommend I vote on these proposals?Record and Voting

Our Board of Directors recommends a vote:

Who is entitled to vote?

Holders of our common stock as of the close of business on June 4, 2021, the record date, may vote at the Annual Meeting. As of the record date, there were 10,493,598If your shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.

Registered Stockholders. If shares of ourSigma common stock are registered directly in your name with ourSigma’s transfer agent, Issuer Direct Corporation, you are considered the stockholder of record with respect toof those shares and the Notice was providedthese proxy materials have been mailed or e-mailed to you directly by us. As the stockholderCompany. You may vote your shares by Internet, telephone or by mail as further described below. Your vote authorizes Jacob Brunsberg, the President and Chief Executive Officer of record,the Company, as your proxy, with the power to appoint his substitute, to represent and vote your shares as you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in persondirected.

Beneficial Owners

Street Name Stockholders. If your shares of ourSigma common stock are held on your behalf in a stock brokerage account, or by a bank, broker or other nominee, you are considered the beneficial owner of those shares held in “streetstreet name” and the Notice wasthese proxy materials are being forwarded to you by your bank, broker or nominee whothat is considered the stockholderholder of record with respect toof those shares. As the beneficial owner, you have the right to direct your bank, broker, trustee or nominee on how to vote your shares via the Internet or by telephone if the bank, broker, trustee or nominee offers these options. You can also sign and return a proxy card. Your bank, broker, trustee or nominee will send you instructions for voting your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record,Please note that you may not vote your shares of our common stockheld in personstreet name by returning a proxy card directly to Sigma or by voting at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for“legal proxy,” which you to use. Throughout this proxy, we refer to stockholders who hold their shares through amust obtain from your broker, bank or other nominee as “street name stockholders.” Rules applicablenominee. Furthermore, brokers, banks and nominees who hold shares of Sigma common stock on your behalf may not give a proxy to broker-dealers grant your broker discretionary authoritySigma to vote yourthose shares without receiving yourspecific instructions on certain routine matters such as ratification of the appointment of Haynie & Company (Proposal No. 5).from you.

How many votes are needed for approvalFor a discussion of each proposal?the rules regarding the voting of shares held by beneficial owners, please see the question below entitled “If I am a beneficial owner of shares of Sigma common stock, what happens if I don’t provide voting instructions?” “What is discretionary voting?” and “What is a broker non-vote?”

Holders of our common stock are entitled to one vote per share

We are advised that the Name Change Proposal, the Ratification of Accountant Proposal and the Adjournment Proposal are discretionary proposals; however, each of the mattersother proposals to be presented at the Annual Meeting.Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares may not be voted with respect to any of the proposals other than the Name Change Proposal, the Ratification of Accountant and the Adjournment Proposal, if presented. A broker non-vote would have the same effect as a vote against the Name Change Proposal and the Capital Increase Proposal. Broker non-votes will have no effect on the outcome of the vote on any of the other proposals.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Nevada law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

What do I need to do to attend the Annual Meeting?

Virtual attendance at the Annual Meeting will be limited to stockholders as of the record date of June 4, 2021, their authorized representatives, and guests of the Company. In order to attend, you must register in advance at http://viewproxy.com/sigmalabsinc/2021/htype.asp prior to the deadline of July 12, 2021 at 11:59 p.m. (Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and will also permit you to submit questions. Please be sure to follow the instructions on your Proxy Card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

If your shares are held by a bank, broker or other nominee, you are a beneficial owner of those shares rather than a stockholder of record. If you are a beneficial owner, your bank, broker or other nominee will forward you a complete set of the proxy materials, together with a voting authorization form. As a beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following the voting instructions provided by your bank, broker or other nominee. Please refer to the proxy materials forwarded by your bank, broker or other nominee for instructions regarding the methods available to vote your shares (Internet, telephone or mail). Please note that if your shares of Common Stock are held by a bank, broker or other nominee and you wish to vote in person virtually at the Annual Meeting, you must obtain a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote in person virtually at the Annual Meeting, and you must register in advance of the deadline of July 12, 2021 at 11:59 p.m. eastern at http://viewproxy.com/sigmalabsinc/2021/htype.asp.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. Mark K. Ruport has been designated as proxy by our Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructionschoose either of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendationsfirst two methods, you must submit your written notice of our Board of Directors as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, therevocation or your new proxy holder will use his own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holder can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Haynie & Company. Your broker will not have discretion to vote on the election of directors, on the amendment to our 2013 Equity Incentive Plan, on the Sigma Labs, Inc. 2021 Employee Stock Purchase Plan, or approval of our executive compensation, each of which is a “non-routine” matter, absent direction from you.

How are proxies solicited for the Annual Meeting?

Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. In addition to the useSecretary of the Internet, employees of the Company may solicit proxies in person, by telephone, by mail, via the Internet and by other means of communication. The Company’s employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees, and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. The Company will reimburse such persons for their expenses in so doing. We also will engage Alliance Advisors, LLC, a proxy solicitation firm, to assist in the solicitation of proxies. We will pay such firm a fee of approximately $5,500, plus reasonable and approved out-of-pocket expenses.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-KSigma, as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:

Sigma Labs, Inc.

Attention: Corporate Secretary

3900 Paseo del Sol

Santa Fe, New Mexico 87507

Stockholders who beneficially own shares of our common stock held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

specified below under “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”no later than the beginning of the Annual Meeting. If your shares are held in street name by your broker, bank or nominee, you should contact them to change your vote.

Stockholder Proposals

Q:	Do I need identification to attend the Annual Meeting?
A:	Yes. You will be asked to provide the company number and control number from the printed proxy card.
Q:	Are Sigma stockholders entitled to dissenters’ or appraisal rights?
A:	No. Sigma stockholders do not have dissenters’ or appraisal rights in connection with any of the proposals under the NGCL and will not be afforded any such rights.
Q:	What do I do if I receive more than one set of voting materials?
A:	You may receive more than one set of voting materials for the Annual Meeting, including multiple copies of this proxy statement, proxy cards and/or voting instruction forms. This can occur if you hold your shares of common stock in more than one brokerage account, if you hold shares directly as a record holder and also in street name, or otherwise through a nominee. Other circumstances may apply. If you receive more than one set of voting materials, each should be voted and/or returned separately in order to ensure that all of your shares of common stock are voted.
Q:	How can I find out the results of the voting at the Annual Meeting?
A:	Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary voting results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.
Q:	What proxy materials are available on the internet?
A:	This proxy statement, and the documents incorporated by reference herein, are available at http://www.viewproxy.com/Sigma/2023.
Q:	Whom may I call with questions about the Annual Meeting, the Acquisition, or the other Proposals?
A:	Sigma stockholders should contact our Chief Financial Officer and Secretary, Frank Orzechowski, via email at frank.orzechowski@sigmaadditive.com or by telephone at (203) 733-1356 with any questions regarding the Annual Meeting or any of the proposals to be presented at the Annual Meeting.

Stockholders may present proper proposals for inclusion in our Proxy Statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our Proxy Statement for our 2022 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than February 17, 2022,

RISK FACTORS

Post-Acquisition, NextTrip, Inc. will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement, you should carefully consider the material risks described below before deciding how to vote your shares of Sigma common stock. You should also read and consider the risks associated with the business of Sigma because these risks may also affect NextTrip, Inc. after closing of the Acquisition. These risks can be found in Sigma’s Annual Report on Form 10-K for the year ended December 31, 2022 and most recent Quarterly Reports on Form 10-Q, which are incorporated herein by reference. If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on Sigma or the businesses, financial conditions or results of operations of NextTrip, or ownership of NextTrip, Inc. securities following the Acquisition. You should also read and consider the other information in this proxy statement and the other documents incorporated by reference into this proxy statement. Please see the sections titled “Other Matters” and “Where You Can Find More Information” on pages 124 and 124 of this proxy statement. In addition, stockholder proposals must complypast financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Acquisition

Failure to complete the Acquisition could negatively impact Sigma’s stock price and we may not be able to avoid dissolution.

If the Acquisition Proposal is not approved at the Annual Meeting, or the Acquisition is not completed for any reason, we intend to proceed with the requirements of Rule 14a-8 regardingAsset Sale and may undertake to windup and dissolve the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Sigma Labs, Inc.

Attention: Corporate Secretary

3900 Paseo del Sol

Santa Fe, New Mexico 87507

As to stockholders intending to presentCompany unless another strategic transaction such as a proposal or to nominate a director candidate at the 2022 Annual Meeting of Stockholders, but not to include the proposal or nomination in our Proxy Statement, our Bylaws state that the proposal or nomination must be received by us no later than February 17, 2022, which is 120 days prior to the first anniversaryreverse merger transaction materializes. Completion of the mailingAcquisition is part of our plan submitted to Nasdaq to regain compliance with Nasdaq’s minimum stockholders’ equity requirement. If the Acquisition is not completed, it is likely that our common stock would be delisted from Nasdaq, with all the attendant risks described below in his section. Furthermore, if the Acquisition is not completed, the price of Sigma’s common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Sigma’s common stock would reach the price implied in the Acquisition or at which it trades as of the date we announced the Exchange Agreement or the date of this proxy statement. Accordingly, if the Acquisition is not completed, there can be no assurance as to the effect on the future value of your shares of our common stock.

Subsequent to the consummation of the Acquisition, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on NextTrip, we cannot assure you that this diligence revealed all material issues that may be present in NextTrip’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and NextTrip’s control will not arise. As a result, we may be forced to later write down or write off NextTrip’s assets or incur impairment or other charges that could result in losses after closing of the Acquisition. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about NextTrip, Inc. or its securities. In addition, charges of this nature may cause NextTrip, Inc. to be unable to obtain future financing on favorable terms or at all.

The proposalunaudited pro forma financial information included in this proxy statement may not be indicative of what our actual financial position or nominationoperational results would have been.

The unaudited pro forma financial information included in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Acquisition been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We will have limited protection in the event that any of the representations and warranties made by NextTrip Parent or NextTrip in the Exchange Agreement ultimately proves to be inaccurate or incorrect.

Sigma will have limited protection if any representation or warranty made by NextTrip or the NextTrip Parent in the Exchange Agreement proves to be inaccurate or incorrect and such representations and warranties will not survive the closing. Accordingly, to the extent such representations or warranties are incorrect, Sigma would have limited or no indemnification claims with respect thereto, may not recover any damages it may have suffered and may not have sufficient cash on hand or other resources to seek to pursue an alternative strategic transaction or avoid the dissolution and liquidation of Sigma in the event that the Acquisition does not close.

We may waive one or more of the conditions to the Acquisition.

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the Acquisition, to the extent permitted by our Amended and Restated Articles of Incorporation and applicable laws. For example, it is a condition of our obligation to close the Acquisition and that NextTrip’s representations and warranties are true and correct in all respects as of the closing date, except for such inaccuracies that, individually or in the aggregate, would not result in a Material Adverse Effect (as defined in the Exchange Agreement). However, if the Board determines that it is in the stockholders’ best interest to waive any such breach, then the Board may elect to waive that condition and close the Acquisition.

Our ability to successfully operate and grow NextTrip’s business will be largely dependent upon the efforts of William Kerby, who will be appointed as the Company’s Chief Executive Officer upon the closing of the Acquisition, and other executive officers of NextTrip, who are expected to continue to serve as executive officers of NextTrip following the Acquisition. The loss of any of such key personnel could negatively impact the business and operations of NextTrip, Inc. and its ability to grow the business of NextTrip.

Our ability to successfully operate and grow NextTrip’s business following the Acquisition will be dependent upon the efforts of William Kerby, the co-founder and Chief Executive Officer of NextTrip, who will become our Chief Executive Officer upon the closing of the Acquisition and upon the efforts of the other executive officers of NextTrip, including Lindsey North, the President of NextTrip. Although we expect all of such key personnel to remain with NextTrip, Inc. and NextTrip following the Acquisition, it is possible that we will lose some key personnel, and the loss of their services could have a material, adverse effect on the business and operations of NextTrip, Inc. and NextTrip or the ability to grow their business. In addition, NextTrip does not have key-man insurance on the life of Mr. Kirby or other executive officers. Furthermore, our assessment of these individuals may not prove to be correct.

A market for our common stock may not continue, which would adversely affect the liquidity and price of our common stock.

Following the Acquisition and in light of our recent reverse stock split, the market price of our common stock may fluctuate significantly due to the market’s reaction to the Acquisition and general market and economic conditions. An active trading market for our common stock following the Acquisition may never develop or, if developed, it may not be sustained. In addition, the market price of our common stock after the Acquisition can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our common stock becomes delisted from Nasdaq for any reason and is relegated to the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of our common stock will be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your shares of common stock unless a market for our common stock can be established or sustained.

Although we expect that our common stock will remain listed on Nasdaq after the Acquisition, there can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq.

To continue listing our common stock on Nasdaq subsequent to the closing of the Acquisition, we will be required to demonstrate compliance with Nasdaq’s continued listing standards, including that our common stock trades at a minimum of $1.00 per common stock and we maintain a minimum stockholders’ equity of $2.5 million unless we meet alternative requirements. We cannot assure you that we will be able to meet Nasdaq’s continued listing standards. In addition, the issuance of the Contingent Shares upon NextTrip’s achievement of the milestones set forth in the Exchange Agreement could result in a “change of control” under Nasdaq rules. If a change of control occurs, NextTrip, Inc. will be required to re-qualify for initial listing under the Nasdaq initial listing rules, and there can be no assurances provided that NextTrip, Inc. will be able to satisfy the initial listing requirements.

If, after the Acquisition, the Nasdaq delists our common stock due to our failure to meet its continued listing standards, or for failure to re-qualify under Nasdaq’s initial listing standards in the event of a change of control, we and our stockholders could face significant material adverse consequences including:

If the Acquisition’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

If the benefits of the Acquisition do not meet the expectations of investors or securities analysts, the market price of our common stock prior to the completion of the Acquisition may decline. The market values of our securities at the time of the Acquisition may vary significantly from their prices on the date the Exchange Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Acquisition Proposal.

In addition, following the Acquisition, fluctuations in the price of our common stock could contribute to the loss of all or part of your investment. Prior to the Acquisition, there has been no public market for NextTrip’s securities. Accordingly, the valuation ascribed to NextTrip and our common stock in the Acquisition may not be indicative of the price that will prevail in the trading market following the Acquisition. If an active market for our common stock develops and continues, the trading price of our common stock following the Acquisition could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our common stock and our common stock may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our common stock may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

The obligation to disclose information publicly may put NextTrip at a disadvantage to competitors that are private companies.

Upon completion of this Acquisition, NextTrip, Inc. will be required to disclose occurrence of matters that are material to NextTrip, Inc. and its stockholders that the Company would not be required to disclose if NextTrip, Inc. was a private company. NextTrip’s competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with NextTrip. To the extent compliance with U.S. laws increases expenses or decreases NextTrip’s competitiveness against such companies, the public listing could adversely affect NextTrip Inc.’s financial condition or results of operations.

NextTrip may not realize anticipated growth opportunities.

NextTrip expects that it will realize growth opportunities and other financial and operating benefits as a result of the Acquisition. NextTrip cannot predict with certainty if or when these growth opportunities and benefits will occur, or the extent to which they actually will be achieved. For example, the benefits from the Acquisition may be offset by costs incurred in connection with the Acquisition, or as a result of being part of a public company. See “Risks Related to NextTrip Holdings’ Business and Industry” for a fuller discussion of the risks relating to NextTrip Holdings following the Acquisition.

The Company and NextTrip will incur significant transaction-related costs in connection with the Acquisition.

The Company and NextTrip expect to incur significant nonrecurring costs associated with the Acquisition before, at, and after closing the Acquisition. The Company and NextTrip will also incur transaction fees and costs related to formulating and implementing post-Acquisition plans, including increased employment-related costs.

The Acquisition will trigger compensation to our executive officers.

Our executive officers will be entitled to compensation if the Acquisition is completed as described in the “Proposal 5 – Say on Pay Proposal” section of this proxy statement, and, as such, have interests in the Acquisition that differ from our stockholders generally.

The Acquisition might entitle the holders of our outstanding warrants to elect to cause us to repurchase their warrants.

Under the terms of our outstanding January 2020 and April 2020 warrants to purchase up to 185,156 shares of our common stock at a current exercise price of $6.00 per share, the warrant holders, at their election, may cause us to purchase their warrants at purchase price equal to the “Black Scholes Value” (as defined) of the warrants at any time within 90 days following the public disclosure of the completion of a “Fundamental Transaction.” Depending on the achievement of milestones under the Exchange Agreement and the issuance of the Contingent Shares and other changes in outstanding shares of our common stock, the Acquisition might constitute a Fundamental Transaction. If so, any such election by the warrant holders to cause us to purchase their warrants would reduce the amount of cash otherwise available to us for available for use in the business and operations of NextTrip, Inc. following the Acquisition.

Risks Related to NextTrip’s Business and Industry

References in this section to “NextTrip” and the “company” refer to NextTrip and its subsidiaries.

NextTrip’s revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect its operating results.

NextTrip’s revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which NextTrip has no control, but which could impact its clients’ willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:

● widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian flu, SARS or any other serious contagious diseases;

● global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel;

● cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as Russia’s invasion of Ukraine and the military conflict in Israel, resulting sanctions imposed by the U.S. and other countries and retaliatory actions taken by sanctioned countries in response to such sanctions;

● natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes;

● climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses and supplier partners to combat climate change;

● the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns;

● the impact of macroeconomic conditions and labor shortages on the cost and availability of airline travel; and

● adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures.

Any decrease in demand for consumer or business travel could materially and adversely affect NextTrip’s business, financial condition and results of operations.

NextTrip needs additional capital, which may not be available on commercially acceptable terms, if at all, which raises questions about its ability to continue as a going concern.

As of August 31, 2023, NextTrip had $5.6 million in total assets, $7.1 million in total liabilities, negative working capital of $4.2 million and a total accumulated deficit of $18.8 million. It had net loss of $5.4 million and $2.2 million for the fiscal year ended February 28, 2023 and the six months ended August 31, 2023, respectively.

NextTrip is subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which it competes, NextTrip anticipates operating losses until it can successfully implement its business strategy, which includes all associated revenue streams. Its revenue model is new and evolving, and NextTrip cannot be certain that it will be successful. The potential profitability of this business model is unproven. NextTrip may never achieve profitable operations or generate significant revenues. NextTrip’s future operating results depend on many factors, including demand for its products, the level of competition, and the ability of its officers to manage its business and growth. Additional development expenses may delay or negatively impact the ability of NextTrip to generate profits. Accordingly, it cannot assure you that its business model will be successful or that it can sustain revenue growth, achieve, or sustain profitability, or continue as a going concern.

NextTrip believes that in the aggregate, it could require several millions of dollars 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.

In the event NextTrip is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, NextTrip may be forced to scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection.

NextTrip has outstanding indebtedness, which could adversely affect its business and financial condition.

Risks relating to its indebtedness include:

If distributors are unable to drive customers to their websites and/or NextTrip is unable to drive visitors to its websites, from search engines or otherwise, this could negatively impact transactions on the websites of NextTrip’s distributor websites as well as its own websites and consequently cause NextTrip’s travel revenue to decrease.

Many visitors find the distributors and NextTrip’s websites by searching for vacation rental information through Internet search engines. A critical factor in attracting visitors to NextTrip’s websites, and those of its distributors, is how prominently its distributors and NextTrip are displayed in response to search queries. Accordingly, NextTrip utilizes search engine marketing, or SEM, as a means to provide a significant portion of its visitor acquisition. SEM includes both paid visitor acquisition (on a cost-per-click basis) and unpaid visitor acquisition, which is often referred to as organic search.

NextTrip plans to employ search engine optimization, or SEO, to acquire visitors. SEO involves developing NextTrip’s websites in order to rank highly in relevant search queries. In addition to SEM and SEO, NextTrip may also utilize other forms of marketing to drive visitors to its websites, including branded search, display advertising and email marketing.

The various search engine providers, such as Google and Bing, employ proprietary algorithms and other methods for determining which websites are displayed for a given search query and how highly websites rank. Search engine providers may change these methods in a way that may negatively affect the number of visitors to NextTrip’s distributors’ websites as well as its own websites and may do so without public announcement or detailed explanation. Therefore, the success of NextTrip’s SEO and SEM strategy depends, in part, on its ability to anticipate and respond to such changes in a timely and effective manner.

In addition, websites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If NextTrip or its distributors fail to follow such guidelines and policies properly, the search engine may cause NextTrip’s content to rank lower in search results or could remove the content altogether. If NextTrip or its distributors fail to understand and comply with these guidelines and policies and ensure their websites’ compliance, NextTrip’s SEO and SEM strategy may not be successful.

Unfavorable changes in, or interpretations of, government regulations or taxation of the evolving product offerings, Internet and e-commerce industries could harm NextTrip’s travel division operating results.

NextTrip has contracted for products in markets throughout the world, in jurisdictions which have various regulatory and taxation requirements that can affect its travel division operations or regulate the rental activity of property owners and managers.

Compliance with laws and regulations of different jurisdictions imposing different standards and requirements is very burdensome because each region has different regulations with respect to licensing and other requirements. NextTrip’s online marketplaces is accessible by travelers in many states and foreign jurisdictions. Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs and increased liabilities for compliance deficiencies. In addition, laws or regulations that may harm NextTrip’s business could be adopted, or interpreted in a manner that affects its activities, including but not limited to the regulation of personal and consumer information and real estate licensing requirements. Violations or new interpretations of these laws or regulations may result in penalties, negatively impact NextTrip’s operations and damage its reputation and business.

In addition, many of the fundamental statutes and regulations that impose taxes or other obligations on travel and lodging companies were established before the growth of the Internet and e-commerce, which creates a risk of these laws being used, in ways not originally intended, that could burden property owners and managers or otherwise harm NextTrip’s business. These and other similar new and newly interpreted regulations could increase costs for, or otherwise discourage, owners and managers from listing their property with NextTrip, which could harm its business and operating results.

Furthermore, as NextTrip expands or changes the products and services that it offers or the methods by which it offers them, NextTrip may become subject to additional legal regulations, tax requirements or other risks. Regulators may seek to impose regulations and requirements on NextTrip even if it utilizes third parties to offer the products or services. These regulations and requirements may apply to payment processing, insurance products or the various other products and services NextTrip may now or in the future offer or facilitate through its marketplace. Whether NextTrip complies with or challenges these additional regulations, NextTrip’s costs may increase, and its business may otherwise be harmed.

If NextTrip is not able to maintain and enhance its NextTrip brand and the brands associated with each of its websites, its reputation and business may suffer.

It is important for NextTrip to maintain and enhance its brand identity in order to attract and retain property owners, managers, distributors and travelers. The successful promotion of its brands will depend largely on its marketing and public relations efforts. NextTrip expects that the promotion of its brands will require it to make substantial investments, and, as its market becomes more competitive, these branding initiatives may become increasingly difficult and expensive. In addition, NextTrip may not be able to successfully build its NextTrip brand identity without losing value associated with, or decreasing the effectiveness of, its other brand identities. If NextTrip does not successfully maintain and enhance its brands, it could lose traveler traffic, which could, in turn, cause property owners and managers to terminate or elect not to renew their listings with it. In addition, NextTrip’s brand promotion activities may not be successful or may not yield revenue sufficient to offset their cost, which could adversely affect NextTrip’s reputation and business.

NextTrip’s long-term success depends, in part, on its ability to expand its property owner, manager and traveler bases outside of the United States and, as a result, its business is susceptible to risks associated with international operations.

NextTrip has limited operating and e-commerce experience in many foreign jurisdictions and is making significant investments to build its international operations. NextTrip’s plans to continue its efforts to expand globally, including potentially acquiring international businesses and conducting business in jurisdictions where it does not currently operate. Managing a global organization is difficult, time-consuming and expensive and any international expansion efforts that NextTrip undertakes may not be profitable in the near or long term or otherwise be successful. In addition, conducting international operations subjects NextTrip to risks that include:

Operating in international markets also containrequires significant management attention and financial resources. NextTrip cannot guarantee that its international expansion efforts in any or multiple territories will be successful. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability and could instead result in increased costs.

The market in which NextTrip participates is highly competitive, and it may be unable to compete successfully with its current or future competitors.

The market to provide listing, search and marketing services for the travel industry is very competitive and dominated by key players, such as Expedia and Booking.com. In addition, the barriers to entry are low and new competitors may enter. All of the services that NextTrip’s plans to provide to property owners, managers and travelers, including listing and search, are provided separately or in combination by current or potential competitors. NextTrip’s competitors may adopt aspects of its business model, which could reduce its ability to differentiate its services. Additionally, current or new competitors may introduce new business models or services that NextTrip may need to adopt or otherwise adapt to in order to compete, which could reduce its ability to differentiate its business or services from those of its competitors.

In addition, most of NextTrip’s current or potential competitors are larger and have more resources than we do. Many of its current and potential competitors enjoy substantial competitive advantages, such as greater name recognition in their markets, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, NextTrip’s current or potential competitors may have access to larger property owner, manager or traveler bases. As a result, its competitors may be able to respond more quickly and effectively than it can to new or changing opportunities, technologies, standards or owner, manager or traveler requirements. For all of these reasons, NextTrip may not be able to compete successfully against its current and future competitors.

If NextTrip is unable to introduce new or upgraded products, services or features that distributors, travelers or property owners and managers recognize as valuable, it may fail to (i) drive additional travelers to the websites of its distributors, (ii) drive additional travelers to its websites, (iii) retain existing property owners and managers, (iv) attract new property owners and managers, (v) retain existing distributors, and/or (vi) attract new distributors. NextTrip’s efforts to develop new and upgraded services and products could require it to incur significant costs.

In order to attract travelers to NextTrip’s distributors, as well as its own online marketplace while retaining, and attracting new, distributors, property owners and managers, NextTrip will need to continue to invest in the development of new products, services and features that both add value for travelers, distributors, property owners and managers and differentiate NextTrip from its competitors. The success of new products, services and features depends on several factors, including the timely completion, introduction and market acceptance of the product, service or feature. If travelers, distributors, property owners or managers do not recognize the value of NextTrip’s new services or features, they may choose not to utilize its products or list on its online marketplace.

Attempting to develop and deliver these new or upgraded products, services or features involves inherent hazards and difficulties, and is costly. Efforts to enhance and improve the ease of use, responsiveness, functionality and features of NextTrip’s existing websites have inherent risks, and it may not be able to manage these product developments and enhancements successfully. NextTrip may not succeed in developing new or upgraded products, services or features or new or upgraded products, services or features may not work as intended or provide value. In addition, some new or upgraded products, services or features may be difficult for NextTrip to market and may also involve unfavorable pricing. Even if it succeeds, it cannot guarantee that its property owners and managers will respond favorably.

In addition to developing its own improvements, NextTrip may choose to license or otherwise integrate applications, content and data from third parties. The introduction of these improvements imposes costs on it and creates a risk that it may be unable to continue to access these technologies and content on commercially reasonable terms, or at all. In the event NextTrip fails to develop new or upgraded products, services or features, the demand for its services and ultimately its results of operations may be adversely affected.

NextTrip is exposed to fluctuations in currency exchange rates.

Because NextTrip plans to conduct a significant portion of its business outside the United States, but reports its results in U.S. dollars, NextTrip faces exposure to adverse movements in currency exchange rates, which may cause its revenue and operating results to differ materially from expectations. In addition, fluctuation in its mix of U.S. and foreign currency denominated transactions may contribute to this effect as exchange rates vary. Moreover, as a result of these exchange rate fluctuations, revenue, cost of revenue, operating expenses and other operating results may differ materially from expectations when translated from the local currency into U.S. dollars upon consolidation. For example, if the U.S. dollar strengthens relative to foreign currencies NextTrip’s non-U.S. revenue would be adversely affected when translated into U.S. dollars. Conversely, a decline in the U.S. dollar relative to foreign currencies would increase NextTrip’s non-U.S. revenue when translated into U.S. dollars. NextTrip may enter into hedging arrangements in order to manage foreign currency exposure, but such activity may not completely eliminate fluctuations in its operating results.

If NextTrip fails to protect confidential information against security breaches, or if distributors, property owners, managers or travelers are reluctant to use it online marketplace because of privacy or security concerns, NextTrip might face additional costs, and activity on its websites could decline.

NextTrip collects and uses personally identifiable information of distributors, property owners, managers and travelers in the operation of its business. NextTrip’s systems may be vulnerable to computer viruses or physical or electronic break-ins that its security measures may not detect. Anyone that is able to circumvent its security measures could misappropriate confidential or proprietary information, cause an interruption in NextTrip’s operations, damage its computers or those of its users, or otherwise damage NextTrip’s reputation and business. NextTrip may need to expend significant resources to protect against security breaches or to address problems caused by breaches. Security breaches of its systems, or the systems of third parties it relies upon, such as credit card processors, could damage its reputation and expose it to litigation and possible liability under various laws and regulations. Concern among distributors, property owners, managers and travelers regarding NextTrip’s use of personal information collected on its websites could keep them from using, or continuing to use, its online marketplace.

There are risks of security breaches both on NextTrip’s systems and on third party systems which store NextTrip’s information as it increases the types of technology that NextTrip uses to operate its marketplace, such as mobile applications. New and evolving technology systems and platforms may involve security risks that are difficult to predict and adequately guard against. In addition, third parties that process credit card transactions between NextTrip and property owners and managers maintain personal information collected from them. Such information could be stolen or misappropriated, and NextTrip could be subject to liability as a result. NextTrip’s property owners, managers and travelers may be harmed by such breaches, and NextTrip may in turn be subject to costly litigation or regulatory compliance costs, and harm to its reputation and brand. Moreover, some property owners, managers and travelers may cease using its marketplace altogether.

The laws of some states and countries require businesses that maintain personal information about their residents in electronic databases to implement reasonable measures to keep that information secure. NextTrip’s practice is to encrypt all sensitive information, but it does not know whether its current practice will be challenged under these laws. In addition, under certain of these laws, if there is a breach of NextTrip’s computer systems and NextTrip knows or suspects that unencrypted personal data has been stolen, it is required to inform any user whose data was stolen, which could harm its reputation and business. Complying with the applicable notice requirements in the event of a security breach could result in significant costs. NextTrip may also be subject to contractual claims, investigation and penalties by regulatory authorities, and claims by persons whose information was disclosed.

Compounding these legal risks, many states and countries have enacted different and often contradictory requirements for protecting personal information collected and maintained electronically. Compliance with these numerous and contradictory requirements is particularly difficult for NextTrip because it collects personal information from users in multiple jurisdictions. While it intends to comply fully with these laws, failure to comply could result in legal liability, cause NextTrip to suffer adverse publicity and lose business, traffic and revenue. If it were required to pay any significant amount of money in satisfaction of claims under these or similar laws, or if it were forced to cease its business operations for any length of time as a result of its inability to comply fully, NextTrip’s business, operating results and financial condition could be adversely affected.

Cyber-attacks and system vulnerabilities could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to NextTrip’s competitive position.

In the past, NextTrip has experienced targeted and organized malware, phishing, and account takeover attacks, and may in the future experience these and other forms of attack such as ransomware, SQL injection (where a third party attempts to insert malicious code into its software through data entry fields in its websites in order to gain control of the system) and attempts to use its websites as a platform to launch a denial-of-service attack on another party. NextTrip’s existing security measures may not be successful in preventing attacks on its systems. For instance, from time to time, it has experienced denial-of-service type attacks on its systems that have made portions of its websites slow or unavailable for periods of time. NextTrip’s existing IT business continuity and disaster recovery practices are less effective against certain types of attacks such as ransomware, which could result in its services being unavailable for an extended period of time, nullify its data, expose its payment card and personal data, or expose it to an extortion attempt.

Reductions in the availability and response time of its online services could cause loss of substantial business volumes during the occurrence of a cyber-attack on its systems and measures NextTrip may take to divert suspect traffic in the event of such an attack could result in the diversion of bona fide customers. These issues are more difficult to manage during any expansion of the number of places where NextTrip operates and the variety of services it offers, and as the tools and techniques used in such attacks become more advanced. NextTrip uses sophisticated technology to identify cybersecurity threats; however, a cyberattack may go undetected for a period of time resulting in harm to its computer systems and the loss of data. This could result in financial penalties being imposed by the regulators and reputational harm. NextTrip’s insurance policies have coverage limits and may not be adequate to reimburse it for all losses caused by security breaches. Successful attacks could result in significant interruptions in its operations, severe damage to its information technology infrastructure, negative publicity, damage its reputation, and prevent consumers from using its services during the attack, any of which could cause consumers to use the services of NextTrip’s competitors, which would have a negative effect on the value of its brands, its market share, business, and results of operations.

If NextTrip’s systems cannot cope with the level of demand required to service its consumers and accommodations, it could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction, and delays in the introduction of new services.

As an online business, NextTrip is dependent on the Internet and maintaining connectivity between itself and consumers, sources of Internet traffic, such as Google, and its travel service providers and restaurants. As consumers increasingly turn to mobile and other smart devices, NextTrip also depends on consumers’ access to the Internet through mobile carriers and their systems. Disruptions in internet access, especially if widespread or prolonged, could materially adversely affect its business and results of operations. While NextTrip maintains redundant systems and hosting services, it is possible that it could experience an interruption in its business, and it does not carry business interruption insurance sufficient to compensate NextTrip for all losses that may occur. NextTrip has computer hardware for operating its services located in hosting facilities around the world. It does not have a comprehensive disaster recovery plan in every geographic region in which it conducts business, and these systems and operations are vulnerable to damage or interruption from human error, misconduct, or catastrophic events. In the event of any disruption of service at such facilities or the failure by such facilities to provide its required data communications capacity, NextTrip may not be able to switch to back-up systems immediately and it could result in lengthy interruptions or delays in its services. NextTrip has taken and continues to take steps to increase the reliability and redundancy of its systems. These steps are expensive, may reduce its margins, and may not be successful in reducing the frequency or duration of unscheduled downtime.

Loss or material modification of NextTrip’s credit card acceptance privileges could have a material adverse effect on its business and operating results.

The loss of NextTrip’s credit card acceptance privileges could significantly limit the availability and desirability of its products and services. Moreover, if it fails to fully perform its contractual obligations, NextTrip could be obligated to reimburse credit card companies for refunded payments that have been contested by the cardholders. In addition, even when it is in compliance with these obligations, NextTrip bears other expenses including those related to the acceptance of fraudulent credit cards. As a result of all of these risks, credit card companies may require NextTrip to set aside additional cash reserves, may increase the transaction fees they charge it, or may even refuse to renew its acceptance privileges.

In addition, credit card networks, such as Visa, MasterCard and American Express, have adopted rules and regulations that apply to all merchants who process and accept credit cards and include the Payment Card Industry Data Security Standards, or the PCI DSS. Under these rules, NextTrip is required to adopt and implement internal controls over the use, storage and security of card data. It assesses its compliance with the PCI DSS rules on a periodic basis and makes necessary improvements to its internal controls. Failure to comply may subject NextTrip to fines, penalties, damages and civil liability and could prevent it from processing or accepting credit cards. However, NextTrip cannot guarantee that compliance with these rules will prevent illegal or improper use of its payment systems or the theft, loss or misuse of the credit card data.

The loss of, or the significant modification of, the terms under which NextTrip obtains credit card acceptance privileges could have a material adverse effect on its business, revenue and operating results.

NextTrip currently relies on a small number of third-party service providers to host and deliver a significant portion of its services, and any interruptions or delays in services from these third parties could impair the delivery of its services and harm its business.

NextTrip relies on third-party service providers for numerous products and services, including payment processing services, data center services, web hosting services, insurance products for customers and travelers and some customer service functions. It relies on these companies to provide uninterrupted services and to provide their services in accordance with all applicable laws, rules and regulations.

NextTrip uses a combination of third-party data centers to host its websites and core services. It does not control the operation of any of the third-party data center facilities it uses. These facilities may be subject to break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism and other misconduct. They are also vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes and similar events. NextTrip currently does not have a comprehensive disaster recovery plan in place nor does its systems provide complete redundancy of data storage or processing. As a result, the occurrence of any of these events, a decision by NextTrip’s third-party service providers to close their data center facilities without adequate notice or other unanticipated problems could result in loss of data as well as a significant interruption in its services and harm to its reputation and brand.

If NextTrip’s third party service providers experience difficulties and are not able to provide services in a reliable and secure manner, if they do not operate in compliance with applicable laws, rules and regulations and, with respect to payment and card processing companies, if they are unable to effectively combat the use of fraudulent payments on NextTrip’s websites, its results of operations and financial positions could be materially and adversely affected. In addition, if such third-party service providers were to cease operations or face other business disruption either temporarily or permanently, or otherwise face serious performance problems, NextTrip could suffer increased costs and delays until it finds or develops an equivalent replacement, any of which could have an adverse impact on its business and financial performance.

If NextTrip does not adequately protect its intellectual property, its ability to compete could be impaired.

NextTrip’s intellectual property includes the content of its websites, registered domain names, as well as registered and unregistered trademarks. NextTrip believes that its intellectual property is an essential asset of its business and that its domain names and its technology infrastructure currently give it a competitive advantage in the online market for ALR and other listings. If it does not adequately protect its intellectual property, its brand, reputation and perceived content value could be harmed, resulting in an impaired ability to compete effectively.

To protect its intellectual property, NextTrip relies on a combination of copyright, trademark, patent and trade secret laws, contractual provisions and its user policy and restrictions on disclosure. Upon discovery of potential infringement of its intellectual property, NextTrip promptly takes action it deems appropriate to protect its rights. It also enters into confidentiality agreements with its employees and consultants and seeks to control access to and distribution of its proprietary information in a commercially prudent manner. The efforts it has taken to protect its intellectual property may not be sufficient or effective, and, despite these precautions, it may be possible for other parties to copy or otherwise obtain and use the content of its websites without authorization. NextTrip may be unable to prevent competitors from acquiring domain names or trademarks that are similar to, infringe upon or diminish the value of its domain names, service marks and its other proprietary rights. Even if it does detect violations and decides to enforce its intellectual property rights, litigation may be necessary to enforce its rights, and any enforcement efforts it undertakes could be time-consuming, expensive, distracting and result in unfavorable outcomes. A failure to protect its intellectual property in a cost-effective and meaningful manner could have a material adverse effect on NextTrip’s ability to compete.

Effective trademark, copyright and trade secret protection may not be available in every country in which NextTrip’s offerings are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

NextTrip may be subject to claims that it violated intellectual property rights of others, which are extremely costly to defend and could require NextTrip to pay significant damages and limit its ability to operate.

Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. There may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant aspects of NextTrip’s technologies, content, branding or business methods. Any intellectual property claims against NextTrip, regardless of merit, could be time-consuming and expensive to settle or litigate and could divert its management’s attention and other resources. These claims also could subject it to significant liability for damages and could result in NextTrip having to stop using technology, content, branding or business methods found to be in violation of another party’s rights. It might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. If NextTrip cannot license or develop technology, content, branding or business methods for any allegedly infringing aspect of its business, it may be unable to compete effectively. Even if a license is available, it could be required to pay significant royalties, which could increase its operating expenses. NextTrip may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense and be inferior. Any of these results could harm its operating results.

THE ACQUISITION

Overview

On October 12, 2023, we entered into the Exchange Agreement with NextTrip, the NextTrip Parent and the NextTrip Representative, pursuant to which, among other things and subject to the terms and conditions contained therein, we will acquire all of the outstanding capital stock of NextTrip from the NextTrip Parent in exchange for the issuance to the NextTrip Sellers of the Exchange Shares. Upon the closing of the Acquisition, the NextTrip Sellers will be issued a number of Exchange Shares (the Closing Shares) equal to 19.99% or our issued and outstanding shares of common stock immediately prior to the closing. Under the Exchange Agreement, the NextTrip Sellers may be entitled to receive additional Contingent Shares, subject to NextTrip’s achievement of future milestones specified in the Exchange Agreement. The Contingent Shares together with the Closing Shares will not exceed 6,000,000 shares of common stock. Assuming all the business milestones are achieved and no change in our outstanding shares as of September 30, 2023, the NextTrip Sellers will receive Exchange Shares equal to approximately 88.5% of the outstanding shares of our common stock immediately following the issuance of the Exchange Shares and Sigma stockholders immediately prior to closing of the Acquisition will retain the balance of approximately 11.5% of such outstanding shares. The Exchange Shares will be issued the NextTrip Sellers on a pro rata basis based on each NextTrip Seller’s ownership of NextTrip Parent prior to the completion of the Acquisition.

Upon completion of the Acquisition, NextTrip will become a wholly owned subsidiary of NextTrip, Inc. and the assets, liabilities, business and operations of NextTrip, Inc. will be primarily those of NextTrip and its wholly owned subsidiaries. See below for more detailed discussion of the terms of the Exchange Agreement.

The Acquisition Structure

Upon the closing of the Acquisition, the NextTrip Sellers will be issued a number of Exchange Shares equal to 19.99% or our issued and outstanding shares of common stock immediately prior to the closing. Under the Exchange Agreement, the NextTrip Sellers may be entitled to receive additional Contingent Shares, subject to NextTrip’s achievement of future business milestones as follows:

Alternatively, independent of achievement of the foregoing milestones, for each month during the 15-month period following the closing date in which $1,000,000 or more in gross travel bookings are generated by NextTrip, Inc., to the extent not previously issued, the Contingent Shares will be issuable in the order described above up to the maximum Exchange Shares issuable under the Share Exchange Agreement.

The Exchange Shares will be issued without registration under the Securities Act, in reliance upon an exemption from registration for transactions not involving a public offering and, as such, will constitute “restricted securities” within the meaning of Rule 144 under the Securities Act. Under Rule 144, the Exchange Shares generally may not be offered or sold publicly unless the Exchange Shares have been held for at least six months and subject to other conditions.

The Exchange Agreement provides that in the event our stockholders approve the Acquisition Proposal but not the Capital Increase Proposal, to the extent that we do not have sufficient authorized shares of common stock available for issuance of the Exchange Shares, in lieu thereof, we will issue shares of a new series of convertible preferred stock in form and substance satisfactory to the NextTrip Representative which, among other things, will provide for voting on an as-converted basis and will be automatically converted (on a one-for-one basis) into shares of our common stock once stockholder approval for an increase in our authorized shares of common stock has been obtained.

Separation of Certain Assets

The Exchange Agreement contemplates that Sigma will complete the Asset Sale with Divergent and, in its discretion, sell, transfer and assign some or all of the business and assets of Sigma that exist prior to the closing date of the Acquisition, subject to maintaining our listing on Nasdaq Sigma will keep NextTrip apprised of all actions by Sigma in these regards. Sigma has agreed in the Exchange Agreement that, if the Asset Sale has not occurred within 30 days following the closing date, Sigma will form a wholly owned subsidiary and assign the remaining assets to such entity.

Financial Accommodations

NextTrip agrees in the Exchange Agreement to provide a line of credit to Sigma in the amount up to $400,000, payable in tranches over the period ending four months following the date of the Exchange Agreement, or February 12, 2024, or the earlier termination of the Exchange Agreement; provided, however, that any additional capital raised by us following the date of the Exchange Agreement, including but not limited to via our At-the-Market Issuance Sales Agreement with Lake Street Capital Markets, LLC, shall proportionally reduce the maximum amount available under the line of credit on a dollar-for-dollar basis. The funding under the line of credit may be used by Sigma to support its operations, pay legal and accounting fees and other expenses incurred in connection with negotiation of, and transactions contemplated by, this Agreement and related agreements, and pay debts of Sigma.

Nasdaq Stock Market Listing

Our common stock is currently listed on Nasdaq under the symbol “SASI.” We have agreed to use commercially reasonable efforts to obtain approval for listing on Nasdaq of the Exchange Shares. Unless NextTrip and the NextTrip Parent both agree to waive such condition in writing, it is a condition to closing that the common stock be listed on Nasdaq and no reason shall exist as to why such listing shall not continue immediately following the closing.

Executive Officers and Directors of the Company Following the Closing of the Acquisition

The following table lists the names, ages and positions of the individuals who are expected to serve as executive officers and directors of the Company upon completion of the Acquisition:

In the above table, the “*” denotes that our Board of Directors has determined that the director meets the independence requirements of the SEC and Nasdaq.

We currently anticipate that Mark Ruport, who serves as Chairman of our Board of Directors, will resign as a director in connection with closing of the Acquisition, and that Donald P. Monaco will be appointed as a director to fill the vacancy created by Mr. Ruport’s resignation.

Biographical information for each of the current executive officers and members of the Board of Directors of the Company are included below under “Election of Directors.” Set forth below is biographical information for Mr. Kirby and Mr. Monaco.

William Kerby is the co-founder and Chief Executive Officer of NextTrip. Mr. Kerby has over two decades of experience in the travel and media industries, and approximately a decade of experience in the financial industry. He acted as the architect of the NextTrip model, overseeing the development and operations of the Travel, Real Estate and Television Media divisions of the company. Mr. Kerby served as Chief Executive Officer of Verus International, Inc., formerly Realbiz Media Group, Inc., from October 2012 until August 2015 and on the board of directors until April of 2016. From April 2002 to July 2008, Mr. Kerby served as the Chief Executive Officer of various media and travel entities that ultimately became part of Extraordinary Vacations Group. Operations included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché Travel and the Travel Magazine - a TV series of 160 travel shows. From February 1999 to April 2002, Mr. Kerby founded and managed Travelbyus, a publicly- traded company on the TSX and Nasdaq Small Cap Market. The launch included an intellectually patented travel model that utilized technology-based marketing to promote its travel services and products. Mr. Kerby negotiated the acquisition and financing of 21 companies encompassing multiple tour operators, 2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and leading-edge technology in order to build and complete the Travelbyus model. The company had over 500 employees, gross revenues exceeding $3 billion and a market cap of over $900 million. From June 1989 to January 1999, Mr. Kerby founded and grew Leisure Canada – a company that included the Master Franchise for Thrifty Car Rental British Columbia, TravelPlus (a nationwide Travel Agency), Bluebird Holidays (an international tour company with operations in the U.S., Canada, Great Britain, France, South Africa and the South Pacific) and Canadian Traveler (a travel magazine). Leisure Canada was acquired in May 1998 by Wilton Properties, a Canadian company developing hotel and resort properties in Cuba. From October 1980 through June 1989, Mr. Kerby worked in the financial industry as an investment advisor. Mr. Kerby graduated from York University with a Specialized Honors Economics degree.

Mr. Monaco is a member of the Board of Managers of the NextTrip Parent. Mr. Monaco has approximately three decades of experience as an international information technology and business management consultant. He currently serves as the chief financial officer of Enderby Entertainment, a position he has held since January 2020, and as a director on their board (since March 2018). Mr. Monaco is the founder and owner of Monaco Air Duluth, LLC, a full service, fixed-base operator aviation services business at Duluth International Airport in Duluth, Minnesota, serving airline, military, and general aviation customers since November 2005. Since January 2009, he has been appointed and reappointed by Minnesota Governors to serve as a Commissioner of the Metropolitan Airports Commission in Minneapolis-St. Paul, Minnesota, and currently serves as Chairman of the Operations, Finance and Administration Committee. Mr. Monaco is also the President and Chairman of the Monaco Air Foundation, Treasurer of Honor Flight Northland, Treasurer of the Duluth Aviation Institute, and a member of the Duluth Chamber of Commerce Military Affairs Committee. Mr. Monaco previously worked as an international information technology and business management consultant with Accenture in Chicago, Illinois for 28 years, and as a partner and senior executive for 18 of such years. From August 2011 to January 2023, Mr. Monaco served as a member of the board of directors of NextPlay (known as Monaker prior to June 2020), where he served as chairman of the board of directors from August 2018 to June 2021 and as co-chairman of the board from June 2021 to December 2021. He previously served as a director at Republic Bank in Duluth, Minnesota from May 2015 until October 2019. He also served on the Verus International, Inc., formerly RealBiz Media Group, Inc., board of directors from October 2012 until April 2016, serving as chairman of the board from August 2015 to April 2016. Mr. Monaco holds Bachelor’s and Master’s degrees in Computer Science Engineering from Northwestern University.

Effect of the Acquisition

Pursuant to the Exchange Agreement, among other things and subject to the terms and conditions contained therein, we will acquire all of the outstanding capital stock and other equity interests of NextTrip from the NextTrip Parent in exchange for the issuance to the NextTrip Sellers of the Exchange Shares. The Exchange Shares will be allocated among the NextTrip Sellers pro-rata based on each NextTrip Seller’s ownership of NextTrip Parent prior to the completion of the Acquisition. Upon completion of the Acquisition, the Sigma stockholders immediately prior to the Acquisition will retain ownership of their shares of our common stock.

Effect if the Acquisition is Not Completed

If the Acquisition Proposal is not approved at the Annual Meeting, or the Acquisition is not completed for any reason, we intend to proceed with the Asset Sale and may undertake to windup and dissolve the Company unless another strategic transaction such as a reverse merger transaction materializes. Completion of the Acquisition is part of our plan submitted to Nasdaq to regain compliance with Nasdaq’s minimum stockholders’ equity requirement. If the Acquisition is not completed, it is likely that our common stock would be delisted from Nasdaq, with all the attendant risks described in the “Risk Factors Relating to the Acquisition” section of this proxy statement. Furthermore, if the Acquisition is not completed, the price of Sigma’s common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Sigma’s common stock would reach the price implied in the Acquisition or at which it trades as of the date we announced the Exchange Agreement or the date of this proxy statement. Accordingly, if the Acquisition is not completed, there can be no assurance as to the effect on the future value of your shares of our common stock.

Reasons for the Acquisition

In evaluating the Acquisition and recommending that Sigma’s stockholders vote in favor of approval of the Acquisition Proposal, the Board, in consultation with Sigma’s senior management, outside legal counsel and financial advisors, considered numerous positive factors relating to the Exchange Agreement, the Acquisition and the other transactions contemplated thereby including the following material factors:

In the course of reaching the determinations and decisions and making the recommendation described above, the Board, in consultation with Sigma’s senior management, outside legal counsel and financial advisors, considered the risks and potentially negative factors relating to the Exchange Agreement, the Acquisition and the other transactions contemplated thereby, including the following material factors:

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but is a summary only of the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the Acquisition, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information requiredpresented.

Background of the Acquisition

At the beginning of 2022, management recognized that with deteriorating capital markets, the Company’s ability to raise funds to continue its software-only product development path had become and would continue to be increasingly difficult. To address these external market conditions, the Company’s management and Board of Directors commenced an assessment of our business, financial condition, results of operations and prospects. We began to accelerate the software-only product completion, identified opportunities to operate in a leaner, more cost-efficient manner, and reviewed other opportunities including inorganic options.

On November 11, 2022, we filed with the SEC our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in which we reported a perceived trend toward consolidation in the additive manufacturing, or AM, industry as companies aligned for profitability and that a connection with a strategic partner might augment our ability to scale, support the greater AM marketplace needs, and create shareholder value. We also reported that alignment with a strategic partner might allow for common growth, vision, and funding of the company to achieve its mission, and provide an opportunity for other strategic relationships, including potential acquisitions. From our assessment, it was determined that the primary path to accelerate growth was to align with a strategic investor in the industry that was also interested in potential market consolidation through follow-on mergers and acquisitions, or M&A. We also stated that we were engaged in identifying sources of financing either in the form of equity or debt, or a combination thereof, but that no assurance could be given as to the availability of such financing, or, if available, that such financing would be on terms acceptable to us.

Management subsequently identified approximately 20 candidates for a potential strategic investment in Sigma. After initial talks, management engaged in further discussions with three candidates that expressed the greatest interest in the opportunity and corresponding strategy. We received a verbal commitment for an investment from a candidate, but after a decline in Sigma’s market capitalization the candidate indicated that it could not provide the cash that it believed would be necessary to accomplish the parties’ strategic objectives. Given the decline in Sigma’s market capitalization, management was unable to secure another strategic investor, and the decision was made to pivot to a strategic alternatives process with the Lake Street’s assistance, which included a possible sale of the company and other M&A opportunities. This process yielded a number of options; however, we were unable to find a buyer for the entire business. As such, we determined that our best opportunity to maximize shareholder value would be to target a reverse merger, acquisition, or similar transaction in connection with an asset sale. We employed Armanino, LLP as advisors in the asset sale process in parallel with Lake Street’s M&A work.

After a thorough process in which over 120 companies were contacted, including for both M&A and an asset sale, management and our Board of Directors, in consultation with our advisors, determined that the combination of the Acquisition and the Asset Sale was the best possible strategy for our shareholders and the Company. Following are further details on this process.

The following chronology summarizes key meetings and events that led to the signing of the Exchange Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board of Directors, the Company’s management, the Company’s financial advisors, legal advisors or other representatives or any other person.

Historically, the Company’s focus has been on solving the complex and challenging problem of how to best assure the high quality of metal parts manufactured in laser powder bed additive manufacturing, or 3D, printing, machines. In 2022, we shifted our business model from selling perpetual licenses of our combined hardware and software solution to subscription-based licenses and began the development of a suite of software-only product offerings, which we believed would transform our business by providing a scalable, cost-effective solution to our customers that can be more broadly connected to OEM’s, hardware, and software partners.

Beginning in April 2022, at the direction of our executive team and Board of Directors, we commenced an assessment of our business, financial condition, results of operation and prospects, including the acceleration of our development of a software-only product, pursuit of a software partner with a simpler solution to quality control in additive manufacturing, or AM, based on camera technology to bundle with our product, reducing operating expenses to conserve cash and assessment of a potential strategic investment in the Company to raise working capital which we estimated would be needed to support our business and operations through the end of the year and into 2023.

In August 2022, management began considering ways to further reduce operating expenses, including a reduction in workforce and severance plan, and potential strategies to raise funds to augment our working capital, including a possible equity line of credit, restructuring of our outstanding warrants in exchange for the warrant holders’ exercise of the warrants and rights offering to our stockholders.

In September 2022, we determined to seek to engage an investment bank to assist in a possible bridge financing to a strategic investment in the Company by potential AM industry partners which had expressed interest in the Company with a view to entering into a letter of intent by the end of November and completing an investment in the range of $3 million to $4 million in exchange for approximately 20% of the common stock of the Company by the end of the year, if possible. We also continued to consider possible joint product development opportunities, mergers, acquisitions, and the potential sale of the Company.

On November 11, 2022, we filed with the SEC our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in which we reported a perceived trend toward consolidation in the additive manufacturing, or AM, industry as companies align for profitability and that a connection with a strategic partner might augment our ability to scale, support the greater AM marketplace needs, and create stockholder value. We also reported that alignment with a strategic partner might allow for common growth, vision, and funding of the company to achieve its mission, and provide an opportunity for other strategic relationships, including potential acquisitions. In the same Quarterly Report, we stated our updated estimate that our existing cash on hand, together with expected revenue, would be sufficient to fund our anticipated operating costs and capital expenditure requirements through at least the first quarter of 2023. We also stated that we were engaged in identifying sources of financing either in the form of equity or debt, or a combination thereof, but that no assurance could be given as to the availability of such financing, or, if available, that such financing would be on terms acceptable to us.

Management subsequently identified a list of approximately 20 candidates for a potential strategic investment in Sigma. After initial talks, management engaged in further discussions with three candidates that expressed the greatest interest in the opportunity and corresponding strategy. We received a verbal commitment for an investment from one candidate, but after a decline in Sigma’s market capitalization the candidate indicated that it could not provide the cash that it believed would be necessary to accomplish the parties’ strategic objectives. None of the leading candidates submitted a proposal to invest in the company. During the same period, we separately pursued a possible stand-alone financing with several potential investors, including certain existing security holders of the company, prospective underwriters and institutional investors, as a bridge to a potential strategic transaction. Management was advised by the prospective underwriters, however, that it would be necessary to restructure our outstanding shares of convertible preferred stock and certain outstanding warrants in order to facilitate a possible financing.

Our Board of Directors continued meeting at least monthly through December 2022 to assess our financial condition, cash burn rate and prospects for completing a financing to raise needed working capital and the possible alternatives for preserving and possible increasing stockholder value. At a meeting of our Board of Directors on December 6, 2022, our Board of Directors approved the engagement of an investment bank to serve as underwriter or placement agent in connection with a possible public offering or private placement.

At a meeting of our Board of Directors on December 20, 2022, management reported that our bankers had advised management that it would be necessary to restructure our outstanding shares of convertible preferred stock and certain outstanding warrants to purchase common stock to modify or eliminate certain anti-dilution provisions in order to facilitate a possible financing and that management and representatives of the investment bank had reached out to the lead holder of the convertible preferred stock and warrants to discuss the terms on which it and the other holders might be willing to restructure their preferred shares and warrants to facilitate a possible financing, as well as the lead holder’s interest in participating in a possible financing.

At a meeting of our Board of Directors on January 3, 2023, management reported on the status of ongoing talks with potential strategic investors, including one potential investor that indicated it would insist on a right of first refusal to acquire the Company as part of any investment and that the leading potential strategic investor had scheduled a meeting of its board of directors on January 25, 2023 to decide whether to pursue an investment in the Company. Management also reported on its talks with prospective investment banks regarding a possible sale of the Company and recommended that our Board of Directors decide by the end of the month whether to pursue a sale of the Company if no commitment were forthcoming from one or more potential strategic investors. At the same meeting, management discussed the economic terms of a proposal by the lead holder of the Company’s outstanding warrant to restructure the warrants to facilitate a possible financing, which terms were unaffordable by the Company and therefore unacceptable to our Board of Directors.

At the next meeting of our Board of Directors on January 10, 2023, management reported that one of the two or three leading potential strategic investors had declined to pursue an investment in the Company, that the venture capital arm of another leading potential strategic investor had expressed interest in a possible investment, and that management was responding to follow-up questions from another leading potential strategic investor.

At meetings of our Board of Directors on January 17 and January 24, 2023, among other things: management reported that (1) a technical product review by one of the leading potential strategic investors was scheduled this month, a meeting regarding possible deal structure was scheduled this month with another leading potential strategic investor, and two potential strategic investors were scheduled to meet regarding a possible co-investment in the Company, (2) management expected to hear by January 27, 2023 from the leading potential strategic investor regarding the outcome of the January 25, 2023 meeting of its board of directors, and (3) management was in talks with the holder of the outstanding shares of Series D Convertible Preferred Stock of the Company regarding the conversion of the shares.

On January 27, 2023, we reported in a Current Report on Form 8-K our agreement to issue to the holder of the remaining outstanding shares of our Series D Preferred Stock a warrant to purchase common stock in consideration of the holder’s agreement to convert, in full, its shares of Series D Preferred Stock. After several rounds of discussions, however, we were unable to reach an agreement with the holders of our outstanding warrants to restructure the warrants in order to facilitate a possible financing in terms that would be acceptable to the business. In light of this development, rising interest rates and deteriorating capital market conditions, management was advised by our Bylaws.prospective underwriter that it was unlikely that we would be able to raise capital in the public or private market in the near term. Also on January 27, 2023, we reiterated our previous advice that alignment with a strategic partner may allow for common growth, vision, and funding of the company, as well as an opportunity for other strategic relationships, including potential acquisitions, and that we had recently furloughed several of our workforce to conserve existing cash while we continued to pursue possible strategic or financing transactions.

Our Board of Directors continued to meet weekly or twice weekly through February 2023 during which time: (1) the venture capital arm of the second leading potential strategic investor declined to invest in the Company purportedly because the investment would be inconsistent the its investment strategy, which may have affected the leading potential strategic investor’s decision to also decline to invest or to pursue an acquisition of the Company; (2) a multi-party investment by other potential strategic investors proved too complicated; (3) our Board of Directors determined that a sale of the Company appeared to be the best option reasonably available to preserve or enhance stockholder value; (4) the Company’s launch of its software-only product was still on schedule for the end of the second quarter, but it would take time for any resulting revenues to materialize; (5) our Board of Directors authorized management to undertake to sell the Company along with exploration of other strategic alternatives, approved Lake Street’s engagement as financial advisor in connection with a possible sale and reviewed and considered a list of approximately 65 potential acquirers identified by Lake Street and management, with an emphasis on those that have previously expressed a possible interest in a possible acquisition of the Company and goal of securing a commitment for the acquisition of the Company by the end of April; and (6) management continued to consult with the prior engaged investment bank about a possible capital raise if circumstances permitted.

On March 1, 2023, we issued a press release and reported in a Current Report on Form 8-K that we had retained Lake Street Capital Markets, or Lake Street, as our financial advisor in connection with the consideration of a range of strategic alternatives designed to enhance stockholder value, including a possible strategic investment, acquisition, merger, business combination or similar transaction.

At meetings of our Board of Director held on March 7, 2023 and March 14, 2023, among other things, management reported that (1) all or substantially all of approximately 68 potential acquirers had been contacted by management and representatives of Lake Street, follow up meetings or calls were conducted with approximately 10% to 15% of those contacted, and at least one contact indicated an interest in a possible acquisition strictly on an earn-out basis but no contact had submitted an acquisition proposal, (2) the Company retained bankruptcy counsel to consider possible options should that become necessary, (3) management reported that the Company’s annualized “burn rate” had been reduced to approximately $6.6 million from approximately $9 million in 2022 and that the Company’s cash might be sufficient to last through May 31, 2023, (4) and management reported that it was exploring a possible loan financing secured by the Company’s intellectual property, or IP.

At a meeting of our Board of Directors held on March 28, 2023, management reported that it and Lake Street were in talks with a few of the most promising potential acquirers who expressed interest in a possible acquisition based on a strategy developed by management involving a reduced workforce of a small core group of employees and substantially reduced burn rate. Management also reported that the talks suggested a lack of interest in acquiring the Company due to: (1) the AM industry continues to be largely unprofitable; (2) most potential strategic acquirers are unprofitable, so there is no value to them of the Company’s accumulated net operating losses, or NOLs; (3) the Company is not large enough to have a significant financial and market impact for potential acquirers in short term; and (4) potential financial buyers such as private equity, or PE, firms have experienced substantial declines in the value of their portfolio companies and have little or no appetite for new acquisitions unless already EBITDA positive.

On April 6, 2023, we retained Armanino LLC, or Armanino, as our advisor in connection with the possible dissolution and winding up of the Company, and at a meeting of our Board of Directors on April 11, 2023 representatives of Armanino gave a presentation regarding the process for dissolving and liquidating a distressed company and the principal elements of the dissolution and winding up process and their related services. At the same meeting, management reported that Lake Street had sent bid process letters to prospective acquirers setting forth an April 28, 2023 deadline for submitting letters of intent or other indications of interest in acquiring the Company.

On April 13, 2023, we reported in a Current Report on Form 8-K that on April 13, 2023 Nasdaq notified us that the Nasdaq Staff has granted us an additional 180 calendar day period, or until October 9, 2023, to regain compliance with Nasdaq’s minimum bid price continued listing standard based on our meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. We also reported that, according to Nasdaq’s notice, if we choose to implement a reverse stock split, it must be completed no later than ten business days prior to October 9, 2023 to timely regain compliance.

At a meeting of our Board of Directors on April 18, 2023, management reported on receipt of an informal offer from one of the leading prospective strategic acquirers to purchase the Company for $100,000 in cash and an unspecified earn-out amount. Management did not consider this a viable offer, because the Company’s cash on hand and the $100,000 upfront payment would not be sufficient to cover the Company’s current liabilities and anticipated costs and expenses pending the possible acquisition. Management also reported that Lake Street advised management that it may not be possible to obtain a fairness opinion regarding such an acquisition because of uncertainties regarding the earn-out. Management also indicated that the list of possible acquirers had been reduced to approximately 20, including three “leading” potential strategic acquirers and a possible “reverse merger” candidate, and discussed the status of the Company’s ongoing software-only product development efforts.

At a meeting of our Board on May 12, 2023, management and representatives of Lake Street reported that the strategic review process had resulted in four letters of intent, or LOIs, to acquire the Company, with each offer involving different terms, structures, values, and timeframes. Management noted that the Company had enough cash to continue operations through mid-July and possibly longer assuming certain remaining employees were furloughed. Lake Street representatives noted that Lake Street had undertaken an exhaustive process to identify approximately 86 potential acquirers, of which 32 elected to receive a bid process letter, which resulted in the four LOIs, which were summarized as follows: (1) acquirer A offered $100,000 cash upfront plus an earnout based upon achieving certain pre-defined milestones; due to the uncertainty of the earn-out amounts, if any, Lake Street would likely be unable to opine on the fairness opinion of the transaction; (2) acquire B proposed to offer Sigma shareholders the option to receive cash or equity consideration at a 20% premium to the current market capitalization of the Company as part of a larger rollup strategy that would require acquirer B to raise $70 million to $90 million and its diligence of the Company would not begin until at least late June; (3) acquirer C proposed a reverse merger in which the Company would acquire 100% of the outstanding equity of acquirer C in exchange for shares of common stock of the Company constituting approximately 97% of the Company, with Sigma shareholders and other equity holders retaining approximately 3% of the Company; the transaction would be contingent upon acquirer C and Sigma raising at least $10 million in a private investment in public equity, or PIPE, immediately prior to or concurrent with the closing of the transaction; and (4) acquirer D, a publicly traded company, proposed an all-stock transaction in which it would issue shares of its common stock at a slight premium to Sigma’s market capitalization in exchange for the outstanding equity interests of Sigma; the proposal involved no bridge financing to the Company or nominationcash payment to Sigma shareholders. It was noted that the proposals from acquirer B and C could potentially provide a return to Sigma shareholders in excess of the current value of their investment in Sigma, but that the potential return would have to be weighed against the probability of completing each transaction. Management and its advisers considered the proposal from acquirer A, given its low upfront cash offer of $100,000, was in the nature of a wind-down option, and that if the Company were to proceed on this path, there were several original equipment manufacturers, or OEMs, that had expressed interest in licensing the Company’s intellectual property. Management also noted that three other potential bidders had not committed to submitting a LOI.

Our Board met on June 16, 2023, along with representatives of Lake Street, Armanino, the Company’s outside counsel and special bankruptcy counsel. At the meeting, management reported that acquirer C had decided not to move forward with their proposed reverse merger transaction, citing as the primary reason the inability and uncertainty to securing $10 million in committed funding concurrent with the closing of the transaction. Acquirer C’s management suggested, however, that they would reconsider moving forward if the $10 million commitment could be secured by the Company. At the same meeting, management reported that they had met with management of acquirer D to discuss their unwillingness to include any cash as part of their proposal made it difficult for the Company to entertain, because at least a portion of the acquirer D shares to be issued in the proposed transaction would have to be converted to cash by the Company in order to settle liabilities at closing.

At a meeting of our Board on June 28, 2023, management reported that acquirer D was interested in purchasing Sigma’s IP and source code only, and reduced by two-thirds the number of shares of acquirer D common stock it would be willing to issue to acquire the Company’s assets. After discussion, the directors concluded that the new proposal was significantly below the market capitalization of the Company and should be rejected. Management also noted that they were still in talks with OEMs and other interested parties regarding a possible purchase of the Company’s IP and would be reaching out to other prospective purchasers with Armanino’s assistance.

Our Board met on July 13, 2023 together with representatives of Lake Street, Armanino, the Company’s outside counsel and special bankruptcy counsel. Management noted that due to the substantially reduced proposal from acquirer D, management Company had pivoted to explore a sale of assets in order to seek the most value reasonably available for creditors and stockholders of the Company and that Armanino was leading the process and had begun to reach out to parties that had expressed interest in the previous rounds of discussions. It was reported that a new process letter had been sent to potentially interested parties with a deadline to respond of July 28^th. At the same meeting, management reported that two new companies had expressed an interest in an M&A transaction with the Company and any remaining post-sale assets; an agricultural technology, or AgTech, company whose shares are listed on the OTCQB tier of the OTC Market; and a privately held biotech diagnostics company. Management indicated that it and the Company’s advisers would pursue talks with the two companies in parallel with the asset sale process and would explore these and any other options in connection with asset sale exploration.

On July 20, 2023, we reported in a Current Report on Form 8-K that our management and Lake Street had undertaken to solicit indications of interest in a possible strategic transaction from approximately 90 potential strategic and financial acquirers, including many companies in the AM industry in the U.S. and Europe. Approximately a third of the potential acquirers who responded subsequently entered into confidentiality agreements, or CDAs, to facilitate discussions with our management and advisers and diligence regarding a possible strategic transaction, including the possible merger or acquisition of the company, the sale of all or part of the company’s business and assets, and a possible bridge financing to allow the company to retain its key employees and preserve its customers and other business pending a possible transaction.

A meeting of our Board was held on August 2, 2023 with representatives of Armanino and Lake Street and the Company’s outside counsel for purposes of (1) reviewing the status of the asset sale process, (2) reviewing proposed LOIs for a possible M&A transaction, (3) hearing management’s recommendations regarding the possible transaction and (4) considering the implementation of an “at-the-market,” or ATM, facility. The Armanino representatives reported they had contacted over 120 companies with some indicated interest in additive manufacturing regarding their interest in a possible purchase of Sigma assets. Of those contacted, 40 companies entered into non-disclosure agreements, or NDAs, and 14 of such companies were provided access to the Company’s virtual data room. Subsequently Armino received four LOIs to purchase assets consisting primarily of the Company’s IP portfolio, trademarks, source code and documentation and one verbal indication of interest in a potential licensing agreement in India. The companies submitting LOIs included acquirers A and D and an OEM referred to herein as acquirer E with which management and its advisors had been in previous talks regarding a potential strategic transaction, and Divergent Technologies, Inc., or Divergent, a privately held AM industry company, which was a relative newcomer to the process.

At the August 2, 2023 meeting, Lake Street representatives reviewed with the directors the status of LOIs regarding a potential acquisition transaction from the AgTech company whose shares are quoted on the OTCQB tier of the OTC Market and the privately held biotech diagnostics company with which Lake Street has been in previous discussions, and NextTrip, an online travel company. It was noted that the AgTech company’s proposal contemplated that Sigma shareholders and other equity holders would retain ownership of approximately 8.25% of the post-transaction Company, which would imply a value of Sigma of approximately $2.6 million. The Lake Street representatives indicated that in their experience AgTech companies are currently difficult to finance, because of their capital-intensive nature and low operating margins, and that Nasdaq had increased its scrutiny of recent OTC-uplist transactions. As for the biotech diagnostics company’s proposal, the Lake Street representatives noted that the post-merger value of the transaction would be approximately $37 million, with $5 million ascribed to Sigma shareholders and other equity holders, and $32 million to the biotech diagnostics company’s equity holders. Although the LOI referred to the availability of bridge financing to Sigma, no amount was specified. The Lake Street representatives noted the BioTech industry was viewed by professional investors as very speculative and was also difficult to finance at present, with deals typically being highly structured.

The Lake Street representatives also reviewed with the directors the terms of the LOI from NextTrip, which valued Sigma at approximately $4.2 million, or $8.00 (post-reverse stock split) per outstanding share of common stock, in a transaction in which Sigma would acquire NextTrip in exchange for the issuance of shares of Sigma common stock. Sigma shareholders would retain approximately 8.25% of the combined Company post-transaction. The LOI contemplated that NextTrip would provide Sigma with a $200,000 line of credit under which up to $50,000 would be advanced per month pending the closing of the transaction. The Lake Street representatives noted the travel industry is currently in favor with investors as travel has increased substantially since the COVID-19 epidemic and may be easier to finance than the other industries discussed at the meeting. They noted further that NextTrip has a seasoned management team with public company experience who have been known to Lake Street for some time, and that in Lake Street’s view the proposed transaction has attractive upside potential to Sigma stockholders. Management and the Company’s advisers also noted with favor that NextTrip’s LOI would allow for the possible sale of assets being considered by the Company. In concluding its presentation, the Lake Street representatives reported that a current warrant holder of the Company had contacted Lake Street indicating an interest in submitting a last-minute LOI regarding an unspecified transaction, but that the warrant holder typically deals in highly structured transactions involving antidilution features.

The directors proceeded to discuss the multiple LOIs and whether, among other things, NextTrip was familiar with the Company’s equity holders and the nature of the Company’s outstanding warrants, which management and the Lake Street representative confirmed. The directors also discussed whether the combined post-acquisition company was likely to meet applicable Nasdaq listing requirements. Management and the Lake Street representatives indicated that these requirements had not yet been fully analyzed, but the parties understood that compliance with applicable Nasdaq would be a condition to the transaction. Management thereupon recommended to the directors that the Company pursue NextTrip’s proposal, which management believed to have the best potential to optimize shareholder value, aligned well with the Company’s timing, provided for bridge financing to the Company, and featured a seasoned management team with public company experience. As a contingency plan, should the dealings with NextTrip fail, management and the Company’s advisers would seek to re-engage with the AgTech company, the cancer diagnostics company and other potential acquirers.

On August 3, 2023, we received a summary, non-binding LOI from an investment bank on behalf of a biotech company regarding a $2 million to $3 million investment in convertible preferred stock of the Company priced at market for 51% of the Company on as as-converted basis and the right to designate four of five directors of the Company.

In our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023, we reported that since the filing of the Current Report on July 20, 2023, we received additional written, non-binding proposals as well as revised previous proposals to purchase certain assets of the Company or acquire the Company in a merger or reverse merger transaction. We also reported we were continuing to work towards definitive agreements with interested parties.

On August 22, 2022, we reported in a Current Report on Form 8-K that on August 17, 2023 we received notice from Nasdaq that because our stockholders’ equity as of June 30, 2023 was $2,391,289, we no longer complied with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum stockholders’ equity of $2,500,000 and did not meet the alternatives of market value of listed securities or net income from continuing operations. The notice stated that under Nasdaq Rules, we would have 45 calendar days to submit a plan to regain compliance and that if our plan is accepted, Nasdaq can grant us an extension of up to 180 calendar days from the date of the notice to evidence compliance.

In our Current Report on Form 8-K filed on August 22, 2023, we also reiterated that, as disclosed in our Form 10-Q filed with the SEC on August 14, 2023, we had received several written, non-binding proposals to purchase certain assets of the Company or acquire the Company in a merger or reverse merger transaction and were continuing to work towards such definitive agreements with interested parties. We also reported management’s belief that successful completion of these transactions would enable the Company to regain compliance with Nasdaq’s minimum stockholders’ equity requirement and that we would submit our plan to Nasdaq to regain compliance.

Management and our advisors subsequently conducted diligence regarding NextTrip and negotiated non-binding letters of intent, or LOIs, with Divergent and NextTrip which were approved by our Board of Directors at meetings held on August 25, 2023 and September 1, 2023, respectively.

On September 7, 2023, we issued and joint press release with NextTrip announcing the signing of a non-binding LOI to acquire all the capital stock of NextTrip in exchange for the Exchange Shares. We also announced the signing of a non-binding LOI to sell IP assets related to our additive quality assurance product to a strategic buyer.

Management and our advisors subsequently engaged in negotiations with Divergent and NextTrip and their advisors regarding a definitive Asset Purchase Agreement and definitive Exchange Agreement.

On September 22, 2023, we reported in a Current Report on Form 8-K that on September 22, 2023, we effected a 1-for-20 reverse stock split, which we refer to in this proxy statement as the Reverse Split, of the issued and outstanding shares of our common stock and a corresponding decrease in the authorized shares of our common stock.

On October 6, 2023, our Board of Directors unanimously approved the Asset Purchase Agreement with Divergent and received management’s update on the status of negotiation of the proposed Exchange Agreement with NextTrip.

On October 12, 2023, our Board of Directors met with management and representatives of Lake Street and of our outside counsel to consider the approval of the proposed Exchange Agreement. At the meeting, the Lake Street representatives summarized the terms of the proposed Acquisition and rendered its oral opinion regarding the fairness of the Acquisition from a financial point of view to the stockholders of the Company based on its fairness evaluation and discussed the assumptions underlying its evaluation. At the meeting, our Board of Directors requested that Lake Street deliver its written fairness opinion and unanimously approved the Exchange Agreement and authorized management to sign and deliver the Exchange Agreement.

On October 12, 2023, Lake Street delivered its written fairness opinion to our Board of Directors, and we signed and delivered the Exchange Agreement.

On October 13, 2023, we issued a press release and filed a Current Report on Form 8-K to report that we had entered into the Exchange Agreement with respect to the Acquisition.

Also on October 13, 2023, we reported in a separate Current Report on Form 8-K that we had entered into the Asset Purchase Agreement with Divergent. We also reported that the closing of the Asset Sale was expected to occur subsequent to the closing or termination of the Acquisition, subject to satisfaction or waiver of customary conditions specified in the Asset Purchase Agreement.

Opinion of Lake Street Capital Markets, LLC

On October 12, 2023, Lake Street rendered its oral opinion to the Board (which was subsequently confirmed in writing) to the effect that, as of such date and subject to and based on the procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by Lake Street as set forth in its written opinion, the Exchange Shares to be issued to the NextTrip Sellers in connection with the Acquisition is fair, from a financial point of view, to Sigma.

Lake Street’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to Sigma of the Exchange Shares to be received by NextTrip Sellers in connection with the Acquisition, and did not in any manner address the relative merits of the Acquisition in comparison to any alternatives to the Acquisition, Sigma’s underlying decision to proceed with the Acquisition, or any other aspect of the Acquisition, or alternatives to the Acquisition available to Sigma. The summary of Lake Street’s opinion below is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex C to this proxy statement, and which describes the procedures followed, assumptions made, qualifications, conditions and limitations on the review undertaken and other matters considered by Lake Street in connection with the preparation of its opinion. Neither Lake Street’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, the Company or any security holder as to how to act or vote on any matter relating to the Acquisition or otherwise.

In connection with rendering its opinion, Lake Street, among other things:

In performing its analyses and rendering its opinion with respect to the Acquisition, Lake Street, with the Company’s consent:

Lake Street’s opinion was necessarily based upon the information available to them and facts and circumstances as they existed and were subject to evaluation as of the date thereof. Although subsequent developments may affect Lake Street’s opinion, Lake Street does not have any obligation to update, revise or reaffirm its opinion.

In connection with its opinion, Lake Street did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent, or other) of Sigma or NextTrip, and were not furnished or provided with any such appraisals or valuations, nor did Lake Street evaluate the solvency of Sigma or NextTrip under any state or federal law relating to bankruptcy, insolvency, or similar matters. The analysis performed by Lake Street in connection with its opinion was a going concern analysis. Lake Street did not undertake any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Sigma, NextTrip, or any of their respective affiliates was a party or may be subject, and at the direction of Sigma and with its consent, Lake Street’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

Lake Street did not express any opinion as to any change in the price at which shares of Sigma’s common stock may trade following announcement of the Acquisition or at any future time after the date thereof. Lake Street did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of the opinion and did not have any obligation to update, revise or reaffirm the opinion.

Lake Street’s opinion did not constitute a recommendation that Sigma should complete the Acquisition. Lake Street was not requested to opine as to, and its opinion did not in any manner address the relative merits of the Acquisition in comparison to any alternatives to the Acquisition, Sigma’s underlying decision to proceed with the Acquisition, or any other aspect of the Acquisition, or alternatives to the Acquisition available to Sigma.

Set forth below is a summary of the material financial analyses reviewed by Lake Street with the Board on October 12, 2023 in connection with rendering Lake Street’s opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Lake Street. The order of the financial analyses described, and the results of these analyses, do not represent the relative importance or weight given to these analyses by Lake Street. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before October 12, 2023 and is not necessarily indicative of then-current market conditions.

The following summary of Lake Street’s financial analyses includes information presented in tabular format. Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the Acquisition. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute complete analyses. Considering the tables below without considering the full narrative description of Lake Street’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

While this summary describes certain of the analyses and factors that Lake Street deemed material in its presentation to the Board, it is not a comprehensive description of all analyses and factors considered by Lake Street. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description.

Lake Street did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness of the Exchange Shares. Accordingly, Lake Street believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. Lake Street did not place any specific reliance on any individual analysis, but instead concluded that its analyses, taken as a whole, supported its opinion.

Summary of Lake Street’s Financial Analysis

Discounted Cash Flow Analysis

Lake Street performed a discounted cash flow analysis of NextTrip. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lake Street performed a discounted cash flow analysis of the projected unlevered free cash flows of NextTrip for the fiscal years 2024 through 2028. Free cash flow was based on the forecasted unlevered after-tax net operating profits adjusted for non-cash charges and working capital investments. The tax rate utilized in the discounted cash flow analysis was 26.5%, derived from summing the federal corporate tax rate of 21.0% with the Florida corporate state tax rate of 5.5%. Lake Street calculated the net present value of the projected unlevered free cash flows utilizing an estimate of NextTrip’s weighted average cost of capital for the discount rate. For purposes of its discounted cash flow analysis, Lake Street utilized and relied upon the NextTrip Projections, which provided a financial forecast for the fiscal years 2024 through 2028, and other financial information provided by Company management. For further information regarding the NextTrip Projections, see “Information Regarding Financial Projections Used for Fairness Opinion Analysis” below.

In calculating the net present value of the unlevered free cash flows in the discounted cash flow analysis, Lake Street utilized a weighted average cost of capital range of 18.5 % to 22.5%. The discount rate range was selected giving consideration to market-based and company-specific risks and was based on Lake Street’s professional judgment and experience. Lake Street calculated NextTrip’s terminal value by applying exit multiple ranges for Revenue of 0.8x to 1.6x and EBITDA of 8.7x to 15.1x to NextTrip’s terminal year revenue and EBITDA. Lake Street discounted the indicated terminal value to present value using the selected range of discount rates and added the present value of the unlevered free cash flows. Based on these assumptions, Lake Street’s discounted cash flow analysis indicated an estimated enterprise value range for NextTrip of $87.0 million to $178.0 million based on terminal revenue multiples, and $143.0 million to $264.0 million based on terminal EBITDA multiples, after rounding. In comparison, NextTrip’s enterprise value based on the maximum number of the Exchange Shares of 6,000,000 and Sigma’s share price of $2.42 at the time of the opinion, plus net-debt, after rounding, equaled approximately $18 million.

Selected Public Companies Analysis

Lake Street performed a selected public companies analysis for NextTrip. Although none of the selected public companies is directly comparable to NextTrip, Lake Street selected the public companies for its analysis based on their degree of similarity to NextTrip, primarily in terms of operations, geographic footprint, size, and historical and projected financial performance as compared to NextTrip. Lake Street analyzed the selected public companies listed below:

The table below summarizes observed historical and projected multiples of enterprise value to estimated calendar year 2024 revenue (“2024P Revenue”), estimated calendar year 2024 earnings before interest, taxes, depreciation and amortization (“2024P EBITDA”), estimated calendar year 2025 revenue (“2025P Revenue”), and estimated calendar year 2025 EBITDA (“2025P EBITDA”) for the selected public companies, in each case as of October 12, 2023. The EBITDA estimates for calendar years 2024 and 2025 for the selected public companies were derived based on equity research analyst estimates for the selected public companies.

The results of this analysis were as follows:

Selected Public Companies Analysis

Note: 2025P EBITDA figures were not available for Travelzoo.

None of the selected public companies was identical to NextTrip. As a result, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies, but also requires complex consideration and judgments concerning differences in financial and operating characteristics of such companies, as well as other factors that could affect their value relative to that of NextTrip.

Selected M&A Transactions Analysis

Lake Street reviewed publicly available information related to selected mergers and acquisitions transactions listed in the table below. The selection of these transactions was based on, among other things, the target company’s industry and operational similarity, the relative size of the transaction, and the availability of public information related to the selected transaction.

Selected M&A Transactions Analysis

Note: LTM EBITDA figures were not available for the transactions involving SosTravel.com S.P.A., E-Domizil Gmbh, Comtravo GmbH, Travel and Transport, Inc., Yapta, Inc., Kiwi.com s.r.o., Stewart Travel Limited, Musement S.p.A., Travel Counsellors Limited, FareHarbor Holdings, Inc., Ticketea, S.L.; LTM EBITDA figures were not meaningful for the transaction involving trivago N.V.

The LTM revenue and LTM EBITDA multiples for the selected target companies were calculated based on certain publicly available historical financial data for the selected M&A transactions. No company or transaction utilized in the selected M&A transactions analysis was identical or directly comparable to NextTrip or the Acquisition.

Summary of Selected Public Companies / Selected M&A Transactions Analyses

Selected Public Companies Analysis: To determine a range of implied enterprise values for NextTrip, Lake Street multiplied its selected range of enterprise value to 2024P Revenue and 2025P Revenue multiples of 0.6x to 4.6x and 0.5x to 4.0x, respectively, by NextTrip’s 2024P Revenue and 2025P Revenue, and Lake Street multiplied its selected range of enterprise value to 2024P EBITDA and 2025P EBITDA multiples of 2.8x to 14.4x and 3.0x to 13.6x, respectively, by NextTrip’s 2024P EBITDA and 2025P EBITDA, based on the NextTrip Projections. This analysis resulted in a range of implied enterprise values for NextTrip of approximately $21.0 million to $173.0 million based on 2024P Revenue, $35.0 million to $277.0 million based on 2025P Revenue, $11.0 million to $57.0 million based on 2024P EBITDA, and $26.0 million to $117.0 million based on 2025P EBITDA, after rounding. In comparison, NextTrip’s enterprise value based on the maximum shares issuable of 6,000,000 and Sigma’s share price of $2.42 at the time of the opinion, plus net-debt, after rounding, equaled approximately $18 million.

Selected M&A Transactions Analysis: To determine a range of implied enterprise values for NextTrip, Lake Street multiplied its selected range of enterprise value to 2024P Revenue and 2025P Revenue multiples of 0.6x to 2.2x and 0.6x to 2.2x, respectively, by NextTrip’s 2024P Revenue and 2025P Revenue, and Lake Street multiplied its selected range of enterprise value to 2024P EBITDA and 2025P EBITDA multiples of 7.6 to 20.4x and 7.6x to 20.4x, respectively, by NextTrip’s 2024P EBITDA and 2025P EBITDA, based on the NextTrip Projections. Additionally, Lake Street discounted its precedent transaction enterprise value ranges to present value utilizing an estimate of NextTrip’s weighted average cost of capital for the discount rate. The discount rate range was selected giving consideration to market-based and company-specific risks and was based on Lake Street’s professional judgment and experience. This analysis resulted in a range of implied enterprise values for NextTrip of approximately $19.0 million to $68.0 million based on 2024P Revenue, $29.0 million to $103.0 million based on 2025P Revenue, $25.0 million to $66.0 million based on 2024P EBITDA, and $45.0 million to $121.0 million based on 2025P EBITDA, after rounding. In comparison, NextTrip’s enterprise value based on the maximum shares issuable of 6,000,000 and Sigma’s share price of $2.42 at the time of the opinion, plus net-debt, after rounding, equaled approximately $18 million.

Valuation multiples were selected, in part, by taking into consideration historical and projected financial performance metrics of NextTrip relative to such metrics of the selected public companies and selected M&A transactions target companies, including, but not limited to, the size of NextTrip on a revenue and EBITDA basis, historical, estimated and projected EBITDA margins compared to the selected public companies, and historical, estimated and projected revenue and EBITDA growth compared to the selected public companies.

Summary of Analysis

The range of indicated enterprise values for NextTrip that Lake Street derived from its Discounted Cash Flow Analysis, Selected Public Companies Analysis, and its Selected M&A Transactions Analysis were as follows;

Discounted Cash Flow Analysis: $87.0 million to $178.0 million based on terminal revenue multiples, and $143.0 million to $264.0 million based on terminal EBITDA multiples, after rounding.

Selected Public Companies Analysis: $21.0 million to $173.0 million based on 2024P Revenue, $35.0 million to $277.0 million based on 2025P Revenue, $11.0 million to $57.0 million based on 2024P EBITDA, and $26.0 million to $117.0 million based on 2025P EBITDA, after rounding.

Selected M&A Transactions Analysis: $19.0 million to $68.0 million based on 2024P Revenue, $29.0 million to $103.0 million based on 2025P Revenue, $25.0 million to $66.0 million based on 2024P EBITDA, and $45.0 million to $121.0 million based on 2025P EBITDA, after rounding.

Lake Street derived an estimated enterprise value for NextTrip by finding the median value of each valuation range presented above, and then took the median of those median values, which resulted in an estimated enterprise value of $50.0M for NextTrip, after rounding. In comparison, NextTrip’s enterprise value based on the maximum shares issuable of 6,000,000 and Sigma’s share price of $2.42 at the time of the opinion, plus net-debt, after rounding, equaled approximately $18 million.

Information Regarding Financial Projections Used for Fairness Opinion Analysis

In its analysis, Lake Street relied, in part, upon the NextTrip Projections. A summary of the key NextTrip Projections are set forth in the table below: