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Note 17 - Commitments and Contingencies
6 Months Ended
Aug. 31, 2026
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 17 - Commitments and Contingencies

 

Litigation and Claims

 

The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to its business, including breach of contract claims, intellectual property, employment and vendor matters. Except as described below under "TA Pipeline Arbitration," the Company believes that the resolution of currently pending matters would not, individually or in the aggregate, have a material adverse effect on its financial condition or results of operations. However, the Company's assessment of these matters could change as a result of facts not presently known to the Company or determinations by judges, juries, arbitrators or other finders of fact that are not in accord with management's evaluation of the possible liability or outcome.

 

TA Pipeline Arbitration

 

In connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company agreed under the TA MIPA to (i) repurchase the TA Closing Shares at the Base Price of $3.10 per share upon exercise of the Put Option and (ii) pay the TA Milestone Payment following completion of the Milestone Period. The terms of these obligations and the related accounting are described in Note 8 – Acquisition of TA Pipeline LLC.

 

On February 24, 2026, the former TA Members delivered notice purporting to exercise the repurchase right under the Put Option with respect to all 96,774 TA Closing Shares. If the exercise was valid, the Company was required to pay $300,000 by March 24, 2026. The Milestone Period ended on August 6, 2026. The resulting TA Milestone Payment of $200,000, consisting of $100,000 in cash and approximately 32,258 shares of common stock, was due on August 16, 2026. The Company has not paid either amount. The Company believes the former TA Members are in material breach of their obligations under the TA MIPA, as described further below, and has declined to make these payments.

 

On July 14, 2026, the former TA Members commenced a binding arbitration proceeding against the Company. They are seeking the $300,000 repurchase price, pre-award and post-award interest, and attorneys' fees and costs. On September 3, 2026, the former TA Members filed an Amended Statement of Claim adding a claim for the TA Milestone Payment, which they assert is $197,006 (see Note 20). On September 9, 2026, the Company filed its response and asserted counterclaims against the former TA Members for breach of contract, breach of the implied covenant of good faith and fair dealing, and intentional misrepresentation, seeking an award of not less than $1,000,000. An evidentiary hearing is scheduled for January 21, 2027. The Company believes it has meritorious defenses and intends to defend against the claims and pursue its counterclaims vigorously.

 

During the three months ended August 31, 2026, based on additional information that became available regarding the dispute with the former TA Members, including the filing of the Demand for Arbitration on July 14, 2026 and the completion of the Milestone Period on August 6, 2026, management reassessed the accounting for the TA Closing Shares and the Milestone Payment. As a result of this reassessment, the Company reclassified the TA Closing Shares from mezzanine equity to a liability of $300,000, representing the amount payable to repurchase the shares at the Base Price, and recorded a liability of $200,000 for the Milestone Payment, with the $87,000 difference between the $387,000 carrying value of the TA Closing Shares and the $300,000 liability recorded for them credited to additional paid-in capital. Such reclassification does not represent an assessment by management of the likely outcome of the arbitration. The Company has not accrued pre-award or post-award interest, or the claimants' attorneys' fees and costs, which could be awarded if the arbitration is resolved adversely to the Company. The Company is unable to estimate the reasonably possible loss in excess of amounts accrued because the proceeding is at an early stage and the claimants have not quantified their claim for interest, fees and costs.

 

The Company's counterclaims represent a gain contingency. They have not been recognized and have not been offset against the liabilities described above. There can be no assurance that the Company will recover any amounts on its counterclaims.

 

The Exercise Period for the Put Option applicable to the TA Milestone Shares expires on November 6, 2026. If the former TA Members exercise the Put Option with respect to the TA Milestone Shares, the Company would be required to settle the share-settled portion of the TA Milestone Payment in cash, in the amount of approximately $100,000. Because this amount is already included in the accrued TA Milestone Payment, exercise would not result in additional loss.

 

Option to Purchase NextTrip Privilege, Inc. Class B Common Stock

 

On December 2, 2025, the Company was granted an option by NextTrip Group, LLC to acquire up to 12,500,000 shares of Class B common stock of NextTrip Privilege, Inc. at $0.01 per share, or an aggregate exercise price of $125,000, exercisable from June 1, 2026 through December 31, 2027. The Option represents a contingent purchase commitment of the Company of up to $125,000 in aggregate exercise price. As described in Note 15 - Related Party Transactions, no amount has been recognized on the Company’s balance sheet in respect of the Option, and the Company does not consider exercise of the Option to be probable.

 

JOURNY TV Licensing and Royalty Payment Obligation

 

In connection with the JOURNY TV Asset Acquisition (see Note 7), the Company is obligated to make license fee payments to Ovation LLC totaling $336,801 over the period from April 2025 through October 2027. These payments were initially recorded at their present value of $299,800, discounted using the Company’s estimated cost of debt of 12.03% per annum. The difference between the undiscounted payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of  August 31, 2026, the carrying value of the JOURNY TV licensing and royalty payment obligation was $105,316, of which $82,607 is classified within current liabilities and $22,709 is classified within non-current liabilities on the Company’s consolidated balance sheet.

 

GoUSA TV Minimum Royalty Payment Obligation

 

In connection with the GoUSA TV Asset Purchase (see Note 9), the Company agreed, for the three-year period beginning on the closing date of February 2, 2026, to pay Brand USA a royalty equal to 1% for every $100,000 in destination booking revenue directly attributed to the acquired content, subject to a minimum quarterly payment of $30,000. The total undiscounted minimum royalty payments over the three-year term are $360,000 (12 quarterly payments of $30,000 each). These minimum guaranteed payments were recorded at their present value of $295,000, discounted using the Company’s estimated cost of debt of 12.03% per annum. The difference between the undiscounted minimum payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of  August 31, 2026, the carrying value of the GoUSA TV minimum royalty payment obligation was $284,548, of which $121,513 is classified within current liabilities and $163,035 is classified within non-current liabilities on the Company’s consolidated balance sheet.

 

Lind Global Fund III LP Registration Rights

 

Under the Securities Purchase Agreement entered into with Lind Global Fund III LP on July 21, 2026, the Company was required to file a registration statement covering the resale of the shares issuable under the note and warrant described in Note 14 and to have that registration statement declared effective within ninety days of closing. The registration statement was declared effective on August 27, 2026, and no payments were incurred in respect of a failure to file or a failure to obtain effectiveness.

 

The Company remains subject to payment obligations if the registration statement ceases to be available for sales of the covered shares for more than five trading days, or if the Company fails to remain current in its Exchange Act reporting such that the investor is unable to sell under Rule 144. Upon either failure, the Company is required to pay the investor an amount in cash equal to 1% of the then outstanding principal amount of the note, and a further 1% on each thirty-day anniversary until the failure is cured. Based on the $4,600,000 principal amount outstanding at August 31, 2026, each such payment would be approximately $46,000. The Company accounts for these arrangements in accordance with ASC 450 and recognizes a liability when a payment becomes probable and estimable. No amounts were incurred or accrued during the three and six months ended August 31, 2026, and the Company does not currently consider a payment to be probable. The Company also may be required to pay partial liquidated damages for delays in the removal of restrictive legends from shares delivered to the investor.

 

Now that the resale registration statement is effective, the Company’s ability to settle monthly installments in shares of common stock is limited principally by the 2,982,493 share Exchange Cap and the 4.99% beneficial ownership limitation. Shares issuable on exercise of the Warrant and on conversion of the Note at the stated conversion price account for 2,216,495 shares of the Exchange Cap. Because shares issued in settlement of an installment are valued at a discount to the market price of the common stock, a decline in the Company’s share price increases the number of shares required and could cause the Exchange Cap to be reached before the Note is repaid in full. To the extent the Exchange Cap is reached and shareholder approval has not been obtained, remaining installments would be payable in cash at 104% of the installment amount, and the investor may require that any remaining balance be repaid in cash.