NOTE 15 - Related Party Transactions

Monaco Investment Partners II Line of Credit and Exchange for Series B Preferred Stock

On May 6, 2025, the Company entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”) providing the Company with a $3,000,000 revolving line of credit. Advances under the MIP Line of Credit bore simple interest at a rate of 12% per annum, calculated from the date of each respective advance, with accrued interest payable monthly, and the outstanding principal and accrued interest were due at maturity on May 31, 2027. On July 13, 2026, the Company and MIP executed an amendment extending the maturity date to May 31, 2028, with all other significant terms, including the interest rate, unchanged. Mr. Monaco, the Chairman of our Board of Directors, controls MIP.

On August 25, 2026, the Company and MIP entered into an Exchange Agreement (the “MIP Exchange Agreement”) pursuant to which (i) the MIP Line of Credit was increased by $500,000 to $3,500,000, and MIP advanced an additional $500,000 to the Company on August 25, 2026, and (ii) MIP agreed to exchange the aggregate outstanding principal of $3,500,000, together with accrued and unpaid interest, for shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”) at the stated value of $1,000 per share. The exchange became effective upon the filing of the Certificate of Designation of the Series B Preferred Stock with the Nevada Secretary of State on August 27, 2026. The Company issued 3,612 shares of Series B Preferred Stock to MIP in exchange for $3,500,000 of outstanding principal and $112,000 of the $112,438 of interest accrued on the original $3,000,000 of advances through August 24, 2026. No interest was accrued on the $500,000 advanced on August 25, 2026, the effective date of the MIP Exchange Agreement. The remaining $438 of accrued interest, which was not sufficient to be exchanged for a whole share, is included in accrued expenses on the balance sheet as of August 31, 2026. The MIP Line of Credit was not terminated in connection with the exchange and remains in effect on its existing terms. As of August 31, 2026, the full $3,500,000 was available for future advances through the May 31, 2028 maturity date.

The Series B Preferred Stock has a stated value of $1,000 per share, ranks on parity with the Company’s Series A Preferred Stock and senior to the Company’s common stock, and accrues cumulative, compounding dividends at a rate of 12% per annum on the stated value, payable quarterly beginning January 2, 2027 in cash or in additional shares of Series B Preferred Stock at the Company’s election. Each share of Series B Preferred Stock is convertible at the holder’s option at any time into shares of common stock at a fixed conversion price of $3.88 per share, which is equal to the conversion price under the Company’s Lind financing (see Note 14), subject to adjustment for stock splits and similar events and to a beneficial ownership limitation of 19.99% of the Company’s outstanding common stock absent stockholder approval. The 3,612 shares issued are convertible into 930,927 shares of common stock, excluding accrued dividends. The Company may redeem the Series B Preferred Stock, in whole or in part, at any time at the stated value plus accrued and unpaid dividends; holders have no right to require redemption. The Series B Preferred Stock has no voting rights other than customary protective provisions and has a liquidation preference equal to the stated value plus accrued and unpaid dividends. 

The MIP Exchange Agreement was reviewed and approved by the disinterested members of the Company’s Board of Directors and by the Audit Committee in accordance with the Company’s Related Party Transactions Policy. Because MIP is a related party, the extinguishment of the MIP Line of Credit was accounted for as a capital transaction in accordance with ASC 470-50-40-2, and no gain or loss on extinguishment was recognized in the consolidated statements of operations. The Series B Preferred Stock was recorded at $3,612,000, the carrying amount of the principal and accrued interest extinguished.

As of August 31, 2026, no principal was outstanding under the MIP Line of Credit. As of February 28, 2026, $3,000,000 of principal and $28,192 of accrued interest were outstanding. Interest expense under the MIP Line of Credit was $82,849 and $171,616 for the three and six months ended August 31, 2026, respectively, and $65,883 and $77,411 for the three and six months ended August 31, 2025, respectively.

Donald P. Monaco Insurance Trust Short-Term Promissory Note

On March 25, 2026, the Company sold a short-term unsecured promissory note (the “Note”) to the Donald P. Monaco Insurance Trust in the principal amount of $80,000. The Note bore interest at 7.5% per annum and had an initial maturity date of April 3, 2026. Between April 6, 2026 and June 30, 2026, the parties entered into eight amendments to the Note that increased the principal amount to $950,000 and extended the maturity date to July 15, 2026. Mr. Monaco serves as trustee of the Donald P. Monaco Insurance Trust.

On July 21, 2026, the Company repaid the Note in full, consisting of principal of $950,000 and accrued interest of $11,162, using a portion of the proceeds from the Lind financing (see Note 14 - Convertible Note Payable and Warrant Liability). As of August 31, 2026, no amounts were outstanding under the Note. Interest expense on the Note was $8,384 and $12,757 for the three and six months ended August 31, 2026, respectively.

Compensation Deferral

The Company’s Chief Executive Officer, William Kerby, at his election, agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance through July 15, 2026. At  August 31, 2026, the total compensation deferred by Mr. Kerby was $240,561. The deferred amounts accrue interest at a rate of 7.5% per annum.

Equity Investments

On April 15, 2026, Andy Kaplan, a director of the Company, 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, Mr. Kaplan, through 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.

On June 18, 2026, David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $2.75 per share resulting in gross proceeds of $50,050. Pursuant to the Securities Purchase Agreement, we issued a warrant to Mr. Jiang to purchase up to 18,200 shares of common stock at an exercise price of $2.75. The warrant expires on June 18, 2029.

NextTrip Privilege, Inc. Licensing and Services Agreement

On December 12, 2025, the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc. (“Privilege”), pursuant to which the Company has agreed to provide to Privilege: (a) personnel to support their operations; (b) a license to use the name “NextTrip” as their corporate and business name; (c) a license to use our software in connection with their private-label internet website; and (d) continuing advances to fund their operations until they raise sufficient capital.

In consideration for the foregoing, Privilege has agreed to pay the Company:

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.

As of  August 31, 2026, the Company had advanced a total of $469,828 to Privilege, for which the Company has recorded a full credit loss reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the de minimis proceeds raised under Privilege’s qualified Regulation A offering at  August 31, 2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

Stock Option Agreement

On December 2, 2025, NextTrip Group, LLC (“NextTrip Group”), the holder of 100% of the outstanding shares of Class B common stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock of Privilege at $0.01 per share, or an aggregate exercise price of $125,000. The Option is exercisable from June 1, 2026 through December 31, 2027 and is freely assignable. NextTrip Group is owned 50% by Donald P. Monaco (Chairman of the Board of the Company) and 50% by William Kerby (Chief Executive Officer of the Company), in their individual capacities. No cash consideration was paid by the Company for the Option. 

The Option had not been exercised as of August 31, 2026. The underlying Class B common stock has no readily determinable fair value, Privilege has minimal operations, and the Company does not consider exercise of the Option to be probable. Accordingly, no amount has been recognized on the Company’s balance sheet in respect of the Option. See Note 17 - Commitments and Contingencies for additional information regarding the Option as a contingent purchase commitment.

Common Officers and Directors

Three of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege: Donald P. Monaco serves as President, Chairman and a director of Privilege; William Kerby serves as Vice President and a director of Privilege; and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege.

Strategic Partnership with KCGM

Effective July 17, 2025, the Company entered into a strategic partnership with KCGM to expand the distribution of JOURNY-branded television and digital content in international markets. Since entering into the partnership, JOURNY TV has launched on JioTV and JioTV+ in India, Openview Stream in Africa, and TCL platforms across territories in the Asia-Pacific and Middle East regions. The Company also has additional launches confirmed or in progress with platforms in Australia, India and other international markets. 

Under the terms of the partnership agreement, NextTrip granted to KCGM the right to use the JOURNY TV name, brand, logo, and other related intellectual property rights as well as the right and license to use the JOURNY TV content for a five year period. In return for these rights, KCGM agreed to pay to NextTrip 50% of all amounts actually received by KCGM which are directly derived from the programming service. As of August 31, 2026, no payments had been received from KCGM.