v3.26.1
Subsequent Events
12 Months Ended
Feb. 28, 2026
Subsequent Events [Abstract]  
Subsequent Events

NOTE 25 – Subsequent Events

 

Amendment to NextTrip Privilege Licensing and Services Agreement

 

On April 15, 2026, the Company and NextTrip Privilege, Inc. entered into Amendment No. 1 to the Licensing and Services Agreement, which deferred the commencement date of the $5,000 per month Administrative Services Fee from March 1, 2026 to June 1, 2026, and shifted the related annual three-percent (3%) escalator anniversary date to June 1 of each year thereafter. No other terms of the Licensing and Services Agreement were modified by the amendment. See Note 17 (Related Party Transactions) for additional information regarding the Company’s relationship with NextTrip Privilege, Inc.

 

 

Related Party Promissory Note

 

On March 25, 2026, the Company issued an unsecured promissory note, in the principal amount of $80,000, to the Donald P. Monaco Insurance Trust (“Trust”). The promissory note accrues interest at a rate equal to 7.5% simple interest per annum, and was scheduled to automatically mature and become due and payable in full on April 3, 2026 subject to certain limited exceptions. The promissory note, or any portion thereof, could be prepaid by NTH without any penalty. The promissory note was approved by the Board, including the independent members thereof. On April 6, 2026, the Company and the Trust entered into the first amendment to the promissory note, whereby the parties agreed to increase the principal balance to $155,000 and extend the Maturity Date to April 13, 2026. The other terms of the note were unchanged. On April 9, 2026, the Company and the Trust entered into the second amendment to the promissory note, whereby the parties agreed to increase the principal balance to $290,000 and extend the Maturity Date to April 30, 2026. The other terms of the note were unchanged. On April 27, 2026, the Company and the Trust entered into the third amendment to the promissory note, whereby the parties agreed to increase the principal balance to $400,000 and extend the Maturity Date to May 31, 2026. On April 30, 2026, the Company and the Trust entered into the fourth amendment to the promissory note, whereby the parties agreed to increase the principal balance to $510,000. The other terms of the note were unchanged. On May 12, 2026, the Company repaid $110,000 of the principal balance, and on May 29, 2026, the Company and the Trust entered into the fifth amendment to the promissory note, whereby the parties agreed to increase the principal balance by $200,000. As of May 29, 2026 the principal balance outstanding totaled $600,000. The promissory note, including the amendments thereto, were approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

 

Related Party Equity Investments

 

On April 15, 2026, Andy Kaplan, through KC Global Media Asia LLC (“KCGM”), purchased 16,667 shares of Series A Preferred Stock at $3.00 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 8,333 shares of common stock at $3.00 per share. The warrant expires 3.5 years from the issue date.

 

On May 8, 2026, Andy Kaplan, through KC Global Media Asia LLC (“KCGM”), purchased 18,182 shares of Common Stock at $2.75 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 9,091 shares of common stock at $3.00 per share. The warrant expires 3 years from the issue date.

 

Other Equity Investments

 

On May 6, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd (the “Purchaser”), pursuant to which the Company issued and sold (a) an aggregate of 368,421 restricted shares of newly designated Series B Convertible Preferred Stock, par value $0.001, of the Company (the “Series B Preferred Shares”) plus 40,000 additional Series B Preferred Shares as an issuance fee; and (b) a five-year warrant (the “Warrant”) to purchase 100,000 shares of the Common Stock, par value $0.001 per share, of the Company (“Common Stock”) (the “Series B Offering”) at a purchase price of $2.755 per share representing the Nasdaq Minimum Price plus $0.125 as of the date of the Purchase Agreement. The Warrant has an exercise price of $2.755 per share. If a registration statement is not effective at the time of exercise, the holder may exercise the Warrant using a cashless exercise feature. If there is an Event of Default as defined in the Series B Certificate of Designation (as defined below), the Warrant may be exercised without payment of cash.

 

The obligations of the Company under the transaction documents are secured by a pledge of 1,365,314 shares of Common Stock (the “Pledged Shares”) owned by the Company’s Chief Executive Officer, William Kerby, pursuant to a Guarantee and Pledge Agreement (the “Pledge Agreement”). The Pledge Agreement provides a limited recourse guarantee, with recourse solely to the Pledged Shares and not to any other assets of Mr. Kerby.

 

Pursuant to the Purchase Agreement, the Company has granted the Purchaser a right of participation of up to 20% of any future securities offering by the Company, other than exempt issuances. The Purchaser also has an exchange right to exchange Preferred Shares for offered securities at 100% of stated value. The Company has also agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock issuable pursuant to exercise of the Warrant and conversion of the Series B Preferred Shares within fifteen (15) days (the “Filing Deadline”) of the closing date of the Series B Offering (the “Closing Date”). The Company shall use its best efforts to cause the registration statement to become effective within thirty (30) days after the Closing Date (or sixty (60) days if the SEC reviews the registration statement).

 

Also, in connection with any “at the market” offerings conducted by the Company during the 180-day period following the Closing Date, the Purchaser has the right to require the Company to apply an amount equal to 25% of the net proceeds to redeem the Series B Preferred Shares at the Redemption Price (as defined below).

 

Also on May 6, 2026, the Company sold and issued 36,400 shares of common stock to a private investor at $2.75 per share, plus a three-year warrant to purchase up to 18,200 shares at an exercise price of $2.75 per share, resulting in gross proceeds to the Company of $100,100.

 

Short Term Promissory Note

 

On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550. The note includes an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,010 due on September 30, 2026 and four equal subsequent installments of $25,502.62 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC.