v3.26.3
Note 20 - Subsequent Events
6 Months Ended
Aug. 31, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 20 - Subsequent Events

 

The Company’s management has evaluated subsequent events after the balance sheet dated as of  August 31, 2026 through October 15, 2026, the date of this report.

 

Termination of NextTrip Privilege Regulation A Offering

 

On September 14, 2026, the board of directors of Privilege, a related party (see Note 15 - Related Party Transactions), approved the termination of Privilege’s offering under Regulation A. Total net proceeds raised under the offering were $13,824, on which the Company received a 20% royalty of $2,765. The parties are evaluating whether to terminate the Licensing and Services Agreement and whether Privilege will wind down operations. No decisions have been made as of the date of this report. 

 

The Company’s advances to Privilege of $469,828 were fully reserved as of August 31, 2026; accordingly, the termination of the offering had no effect on the Company’s financial statements as of and for the period ended August 31, 2026.

 

Related Party Equity Investment

 

On September 17, 2026, Andy Kaplan, through KCGM, purchased 52,910 shares of Common Stock at $1.89 per share, resulting in gross proceeds to the Company of $100,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 52,910 shares of common stock at $1.89 per share. The warrant expires 3 years from the issue date. Mr. Kaplan serves as a director of the Company.

 

Related Party Short-Term Promissory Note

 

On September 15, 2026, the Company sold a short-term promissory note to its Chief Executive Officer, Bill Kerby in the principal amount of $45,000. The note bears interest at 7.5% and matures on December 15, 2026. The note may be prepaid at any time without penalty.

 

Monaco Investment Partners II Line of Credit

 

On September 25, 2026, MIP advanced the Company $250,000 under the Line of Credit, on October 5, 2026 the Company drew  $235,000, and on October 8, 2026, the Company drew $200,000. The total principal balance outstanding as of the date of this report was $685,000.

 

Fiscal Year 2027 Annual Meeting of Stockholders

 

On October 9, 2026, the Company held its 2026 Annual Meeting of Stockholders, at which the Company's stockholders approved the following proposals relating to the issuance of shares of the Company's common stock: (i) in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock in excess of 19.99% of the Company's outstanding shares to Lind Global Fund III LP upon conversion of the Lind Note and exercise of the Lind Warrant (see Note 14); (ii) in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock (a) to certain non-insiders upon conversion of outstanding shares of Series A Preferred and exercise of related warrants and (b) to an insider, KCGM, an entity affiliated with Andy Kaplan, a director of the Company (see Note 15), upon exercise of a pre-funded warrant issued on December 23, 2025 to purchase 75,000 shares of common stock at a nominal exercise price of $0.001 per share (the "Pre-Funded Warrant"); and (iii) in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of common stock to an insider upon conversion of outstanding shares of Series A Preferred and exercise of related warrants. The Pre-Funded Warrant was not exercisable until stockholder approval was received and, as a result of the approval on October 9, 2026, is now exercisable. It has no stated expiration date and is subject to a beneficial ownership limitation of 4.99% (or 9.99% at the holder's election). No shares have been issued upon exercise of the Pre-Funded Warrant as of the date of this report.

 

As a result of the stockholder approval described in clause (i), the 2,982,493-share Exchange Cap described in Note 14 no longer limits the number of shares issuable under the Lind Note and the Lind Warrant, which remain subject to the 4.99% beneficial ownership limitation. Under the Series A Certificate of Designation (see Note 18), each outstanding share of Series A Preferred converts automatically into one share of common stock, effective as of 5:00 p.m. Eastern time on the third Business Day (as defined in the Series A Certificate of Designation) after stockholder approval, subject to a beneficial ownership limitation of 4.99% (or 9.99% for holders that so elected before issuance). Accordingly, effective as of 5:00 p.m. Eastern time on October 15, 2026, the 150,000 outstanding shares of Series A Preferred will convert into 150,000 shares of common stock, other than any shares restricted by the beneficial ownership limitation. The conversion will not change total stockholders' equity and will be reflected as a reclassification from preferred stock to common stock in the quarter ending November 30, 2026. Of the shares to be converted, 16,667 were held by KC Global Media Asia, LLC, an entity affiliated with Andy Kaplan, a director of the Company (see Note 15).

 

Titan ATM

 

On September 23, 2026 and October 9, 2026, we sold 100 shares and 15,000 shares of common stock, respectively, under the Titan ATM resulting in total gross proceeds of $31,207.

 

TA Pipeline Arbitration

 

As described in Note 17 – Commitments and Contingencies, on July 14, 2026, the Company received a Demand for Arbitration filed with the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules by Luis Barberi, Mitch Toren, and Ashish Tembe, the former TA Members (collectively, the “Claimants”). The demand alleges that the Company breached its obligation under Section 7.5(a)(i) of the TA MIPA to repurchase the 96,774 TA Closing Shares at the Base Price of $3.10 per share after the Claimants delivered a notice on February 24, 2026 purporting to exercise the Put Right.

 

On September 3, 2026, subsequent to the end of the period covered by this report, the Claimants filed an Amended Statement of Claim. The Amended Statement of Claim adds a claim that the Company breached Sections 2.2(b) and 2.3(c)(i) of the TA MIPA by failing to pay the Milestone Payment, which the Claimants allege became due no later than August 16, 2026. The Claimants allege that TA generated Net Revenue of $3,940,126 during the Milestone Period, which ended August 6, 2026, and that the resulting Milestone Payment is $197,006. Under the TA MIPA, the Milestone Payment is payable one-half in cash and one-half in shares of the Company’s common stock valued at $3.10 per share. The Claimants now seek damages of not less than $497,005, consisting of $299,999 related to the Put Option and $197,006 related to the Milestone Payment, together with pre- and post-judgment interest, attorneys’ fees, and costs.

 

On September 9, 2026, the Company filed its Answer and Counterclaim. The Company denies liability and asserts affirmative defenses, including prior material breach and excuse, waiver, estoppel, setoff, unclean hands, and failure to mitigate. The Company also asserts counterclaims against the Claimants for (i) breach of the TA MIPA and of the Confidentiality, Non-Competition, and Non-Solicitation Agreements executed by each Claimant in connection with the closing, (ii) breach of the implied covenant of good faith and fair dealing, and (iii) intentional misrepresentation. Among other things, the counterclaims allege that, following the acquisition, one of the Claimants caused an entity he owns and operates, which was a significant customer of TA, to divert business opportunities away from TA, and that the Claimants misrepresented TA’s expected post-acquisition revenue to induce the Company to enter into the TA MIPA. The Company seeks damages of not less than $1,000,000, together with interest, attorneys’ fees, and costs.

 

The arbitration remains at an early stage, and the Company is unable to predict its outcome. The Company believes it has meritorious defenses and intends to vigorously defend against the claims and pursue its counterclaims.

 

As of August 31, 2026, the Company has recorded a liability of $300,000 for its obligation to repurchase the 96,774 TA Closing Shares at the Base Price and a liability of $200,000 for the Milestone Payment, both included in accrued expenses. The amount of the Milestone Payment has not been finalized, and the Company has accrued the $200,000 maximum amount payable under the TA MIPA. Recording these liabilities does not represent an assessment by management of the likely outcome of the arbitration. Under the TA MIPA, one-half of the Milestone Payment is payable in shares of the Company’s common stock valued at $3.10 per share. As described in Note 17, the TA Closing Shares are no longer classified as mezzanine equity.

 

The Company has not accrued pre- or post-judgment interest, attorneys’ fees, or arbitration costs because it does not believe that such amounts are probable at this time. The Company is unable to reasonably estimate any attorneys’ fees or costs that may be awarded, or any amounts that could become payable under Section 7.5 of the TA MIPA with respect to Milestone Shares.

 

The Company has evaluated the Amended Statement of Claim and the Answer and Counterclaim as subsequent events and determined that no further adjustment to the condensed consolidated financial statements as of August 31, 2026 is required. Any amounts that may be recovered under the counterclaims are gain contingencies and will not be recognized until realized.