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Subsequent Events | 12 Months Ended
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Feb. 28, 2025
Subsequent Events [Abstract] |
Subsequent Events | NOTE 22 – Subsequent Events Nasdaq On March 3, 2025, the Company received a notification letter from Nasdaq notifying the Company that, because the Company had not held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year ended February 29, 2024,the Company was out of compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”). On March 3, 2025, the Company also received a notification letter from the Listing Qualifications Staff of Nasdaq (the “Staff”) notifying the Company that, based on the Current Report on Form 8-K filed by the Company with the SEC on February 18, 2024, the Staff had determined the Company had regained compliance with the minimum stockholders’ equity requirements set forth in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). However, if the Company fails to evidence compliance with the Equity Rule upon filing its next periodic report, the Company may be subject to delisting. At that time, Staff will provide written notification to the Company, which may then appeal Staff’s determination to a Nasdaq Hearings Panel. The notification letters had no immediate effect on the listing of the Company’s securities on Nasdaq. Under Nasdaq Listing Rule 5810(c)(2)(G), the Company had until April 17, 2025 to provide Nasdaq with a plan to regain compliance with the Annual Meeting Rule. On April 9, 2025, the Company held its 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) in a virtual format. On April 23, 2025, the Company received a letter from the Staff of Nasdaq notifying the Company that, based on the fact that the Company held its Annual Meeting on April 9, 2025, Nasdaq had determined that the Company has regained compliance with the Annual Meeting Rule and that the matter is now closed. Contingent Shares Issuances and Change in Control On March 26, 2025, the Company issued an aggregate of 4,393,993 Contingent Shares to the NextTrip Sellers in satisfaction of its obligations to issue Contingent Shares upon achievement of three of the four Milestone Events under the Exchange Agreement. The Contingent Shares were issued after the Company received notice from Nasdaq, on March 25, 2025, that Nasdaq has approved the Company’s initial listing application. Following issuance of the Contingent Shares, the Company had 6,163,525 shares of common stock issued and outstanding, 4,550,000 of which (or 73.8%) were held by the NextTrip Sellers. As a result, the NextTrip Sellers collectively had ownership and voting control over the Company as of such date, resulting in a change in control of the Company. As a result of the issuance of the Contingent Shares and pursuant to the Exchange Agreement, the NextTrip Representative now has the right to designate a replacement for three directors of the Company. On May 5, 2025, the Company issued an aggregate of 1,450,000 Contingent Shares to the NextTrip Sellers in satisfaction of its obligation to issue Contingent Shares upon achievement of the fourth and final Milestone Event under the Exchange Agreement. Immediately following such issuance, all Contingent Shares issuable pursuant to the Exchange Agreement have been issued, and the Company has no further commitments or obligations to issue additional shares pursuant to the Exchange Agreement. Alumni Agreements On April 1, 2025, the Company entered into a securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni for the sale of a short-term promissory note (the “Alumni Note”) and warrants (the “Alumni Warrants”) to Alumni for total consideration of $300,000. The Alumni Note is in the principal amount of $360,000 with an original issue discount of $60,000 and guaranteed interest on the principal amount of ten percent (10%) per annum, which shall be due and payable on July 1, 2025. In the event of a failure to re-pay the Alumni Note on or before the maturity date, the interest rate will increase to the lesser of twenty-two percent (22%) per annum or the maximum amount permitted under law from the due date thereof until the same is paid. The Alumni Note is convertible into shares of common stock of the Company only upon an event of default. In conjunction with the issuance of the Alumni Note to Alumni, the Company also issued warrants to purchase 80,000 shares of common stock at a price per share of $4.50, which represents 100% warrant coverage on the principal amount of the Alumni Note. The Alumni Warrants are exercisable on or prior to the five (5) year anniversary of the effective date. Journy.tv Asset Purchase On April 1, 2025, the Company entered into an asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities related to Ovation’ Journy.tv business (the “Journy.tv Acquisition”). The Journy.tv Acquisition closed on April 1, 2025. Pursuant to the Purchase Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $300,000 in cash at closing and issued Ovation 20,000 restricted shares of Company common stock. In connection with the Journy.tv Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement in the media of (i) FAST via the Journy.tv Channel and (ii) Video On Demand via the Journy.tv Channel. Pursuant to the License Agreement, Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to certain exceptions). As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate non-refundable license fee of $336,801 over thirty months. FSA Travel Final Closing and Milestone Payments On April 9, 2025 (the “Final Closing Date”), upon FSA’s agreement to waive the capital raise condition to closing, the Company exercised its option to acquire the remaining 51% of FSA outstanding membership units, in satisfaction of its obligations under the FSA Purchase Agreement. In connection with the Final Closing, the Company paid the the members of FSA (the “FSA Members”) an aggregate of $500,000 in cash and issued the FSA Members an aggregate of 161,291 shares of Series O Preferred. As a result, as of the Final Closing Date, FSA became a wholly owned subsidiary of the Company. On April 28, 2025, upon achievement of each of the business milestones pursuant to the FSA Purchase Agreement, the Company made each of the Milestone Payments to the FSA Members, including payment of $400,000 in cash and the issuance of an aggregate of 129,032 shares of Series O Preferred (the number of shares provided for above, less 8,065 shares of common stock previously issued to FSA by the Company as a deposit. Related Party Notes On April 9, 2025, NTH and the Donald P. Monaco Insurance Trust (the “Trust”) entered into two promissory notes (together, the “Trust Notes”) under the Company’s $2.0 million line of credit. Donald Monaco, chairman of the Company’s Board of Directors, is the trustee of the Trust. The first note had a principal balance of $500,000 and was issued in exchange for a new cash payment provided my Mr. Monaco. The second note had a principal balance of $145,000 and was issued in exchange for cash advances previously made by Mr. Monaco to the Company. 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. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027, the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12% per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. Mr. Monaco controls MIP The Company received an initial advance of $1,045,000 under the MIP Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000. Additional advances through May 28, 2025 totaled $441,575, bringing the total amount advanced under the line to $1,486,575.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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