NextTrip, Inc 10-K for FY2024

NextTrip, Inc. (NTRP)

10-K 2024-09-04 For: 2024-02-29

Added on April 07, 2026

About this 10-K

NextTrip, Inc filed this 10-K on September 4, 2024, covering the fiscal year ended February 29, 2024 (FY2024).

Headline figures

Fiscal year ended February 29, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $458.75K; up 19.8% from $382.83K a year earlier
Net loss: $7.33M; compared with a net loss of $5.03M a year earlier
Diluted EPS: -$32.12; compared with -$70.32 a year earlier

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Nevada		27-1865814
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NTRP		The NASDAQ Stock Market LLC

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

PART I

	ITEM 1.	BUSINESS	3
	ITEM 1A.	RISK FACTORS	11
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	25
	ITEM 1C.	CYBERSECURITY	25
	ITEM 2.	PROPERTIES	25
	ITEM 3.	LEGAL PROCEEDINGS	25
	ITEM 4.	MINE SAFETY DISCLOSURES	25

PART II

	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	26
	ITEM 6.	[RESERVED]	26
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	33
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	33
	ITEM 9A.	CONTROLS AND PROCEDURES	33
	ITEM 9B.	OTHER INFORMATION	33
	ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	33

PART III

	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	34
	ITEM 11.	EXECUTIVE COMPENSATION	41
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	58
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	60
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	61

PART IV
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	62
	ITEM 16.	FORM 10-K SUMMARY	64

SIGNATURES			65

	●	Access to a wealth of highly relevant travel videos and articles for research.
	●	The ability to plan and save future travel destinations and activities on personalized profiles.
	●	Options to share travel ideas and communicate with others.
	●	Assistance from our concierge help desk and AI-powered solutions.
	●	The convenience of booking travel online or through a call center.
	●	Access to customer support before, during, and after travel.
	●	The opportunity to earn rewards that encourage repeat bookings.

	1.	NextTrip: A comprehensive travel booking platform that offers curated, personalized, and seamless travel experiences for every budget and interest. Powered by the NXT2.0 booking platform, NextTrip serves as our direct-to-consumer hub, providing users with detailed scheduling, pricing, and availability information for airlines, hotels, rental cars, and other travel products. We also offer dynamically assembled travel packages and provide valuable content, including destination information, maps, and travel details, all supported by our customer call center .

	2.	Travel Magazine: A trusted source of captivating travel inspiration, offering authentic stories, practical advice, and diverse perspectives to fuel wanderlust and create lasting vacation memories. Travel Magazine will soon launch MyBucketList, a platform designed for travelers to build and share their travel bucket lists with personalized suggestions, booking support, and local insights.

	3.	Compass.TV: Our Free Ad-supported Streaming TV (FAST) channel, slated for launch in fall 2024. Compass.TV will offer over 1,000 hours of travel shows and long-form travel content at launch. To draw users into the NextTrip ecosystem, the launch will be supported by travel influencers, promoted to our 6 million-strong email list, and marketed to major streaming platforms like Roku and YouTube. Compass.TV plans to use artificial intelligence to personalize content, convert blogs and articles to video, and enable users to create custom videos. This platform will allow users to create fully customized FAST channels featuring vacation opportunities that can be explored and booked directly through the NextTrip booking engine.

	4.	PrometheanTV: A unique influencer-led platform that drives advertising revenue and content-to-commerce. We recently secured a perpetual license with Promethean TV, Inc., the developer of the Ignite TV interactive video platform. This technology will power Compass.TV and video content on Travel Magazine/MyBucketList, allowing for targeted advertising via video overlays, enabling viewers to purchase travel directly from their screens. This integration is designed to enhance customer engagement, drive ad-supported revenue, and increase travel transactions.

	●	NextTrip Travel brings travel solutions and a proprietary booking engine that allows customers to book customized travel, including vacation packages, airline tickets, hotel reservations, tours and activities, curated journeys, wellness, business and group travel. Additionally, we are developing a travel agent portal to drive bookings and travel agent brand loyalty across the leisure space.

	●	NextTrip Solutions offers technology solutions for product and inventory management as well as white label offerings including NextTrip products under their brand, and technology solutions.

	●	NextTrip Media includes Travel Magazine and the Compass.TV experience, which is currently in development. These digital solutions engage consumers at the initial phases of travel planning, offering relevant content, destination information and immersive online experiences as well as solutions for travel suppliers. This ecosystem, once fully developed, is expected to allow users to create their own fully customized FAST channel featuring vacation journey opportunities that customers can explore prior to booking the actual vacation.

	●	increasing our vulnerability to general adverse economic and industry conditions;

	●	requiring us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

	●	making it more difficult for us to optimally capitalize and manage the cash flow for our businesses;

	●	limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

	●	possibly placing us at a competitive disadvantage compared to our competitors that have less debt; and

	●	limiting our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

	●	the cost and resources required to localize its services, which requires the translation of our websites and their adaptation for local practices and legal and regulatory requirements;

	●	adjusting the products and services we provide in foreign jurisdictions, as needed, to better address the needs of local owners, managers, distributors and travelers, and the threats of local competitors;

	●	being subject to foreign laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal information, ownership of intellectual property, taxation and other activities important to our online business practices, which may be less developed, less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain regions;
	●	competition with companies that understand the local market better than we do or who have pre-existing relationships with suppliers, distributors and travelers in those markets;

	●	legal uncertainty regarding our liability for the transactions and content on our websites, including online bookings, property listings and other content provided by suppliers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable law;

	●	lack of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory requirements, including invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject to unexpected changes;

	●	laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;

	●	challenges associated with joint venture relationships and minority investments;

	●	adapting to variations in foreign payment forms;

	●	difficulties in managing and staffing international operations and establishing or maintaining operational efficiencies;

	●	difficulties in establishing and maintaining adequate internal controls and security over our data and systems;

	●	currency exchange restrictions and fluctuations in currency exchange rates;

	●	potentially adverse tax consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions on the repatriation of earnings;

	●	political, social and economic instability abroad, war, terrorist attacks and security concerns in general;

	●	the potential failure of financial institutions internationally;

	●	reduced or varied protection for intellectual property rights in some countries; and

	●	higher telecommunications and Internet service provider costs.

	●	difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

	●	legal or regulatory challenges or post-acquisition litigation, which could result in significant costs or require changes to the businesses or unwinding of the transaction;

	●	failure of the acquired company or assets to achieve anticipated revenue, earnings or cash flow;

	●	diversion of management’s attention or other resources from our existing business;

	●	our inability to maintain key distributors and business relationships, and the reputations of acquired businesses;

	●	uncertainty resulting from entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;

	●	our dependence on unfamiliar affiliates and partners of acquired businesses;

	●	unanticipated costs associated with pursuing acquisitions;

	●	liabilities of acquired businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance with applicable laws and regulations, such as data protection and privacy controls;

	●	difficulties in assigning or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;

	●	potential loss of key employees of the acquired companies;

	●	difficulties in complying with antitrust and other government regulations;

	●	challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles; and

	●	potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships or intellectual property, are later determined to be impaired and written down in value.

	●	experienced and innovative executive officers;

	●	senior managers who have successfully managed or designed programs in the public sector; and

	●	information technology professionals who have designed or implemented complex information technology projects.

	●	delays or failures in the commercialization of our current or future products and services;

	●	quarterly variations in our results of operations or those of our competitors;

	●	changes in our earnings estimates or recommendations by securities analysts or adverse publicity about us or our products or services;

	●	announcements by us or our competitors of new products and services, significant contracts, commercial relationships, acquisitions or capital commitments;

	●	adverse developments with respect to our intellectual property rights;

	●	commencement of litigation involving us or our competitors;

	●	any major changes in our Board of Directors or management;

	●	market conditions in our industry; and

	●	general economic conditions in the United States and abroad.

	●	On December 29, 2023, the Company acquired 100% of the outstanding equity interests of NextTrip pursuant to a share exchange agreement by and among the Company, NextTrip and certain other parties (the “Acquisition”). As consideration for the Acquisition, at closing the Company issued 156,007 restricted shares of its common stock, constituting 19.99% of its issued and outstanding shares of common stock immediately prior to execution of the share exchange agreement, and agreed to issue up to an aggregate of 5,843,993 shares as further consideration upon NextTrip’s achievement of certain milestones set forth in the exchange agreement.

	●	On January 16, 2024, the Company completed the sale of certain assets, consisting primarily of patents, software code and other intellectual property, to Divergent Technologies, Inc. for a purchase price of $1,626,242, resulting in net proceeds to the Company of $1,533,563.

	●	In October 2023, the Company sold an aggregate of 128,887 shares of its common stock under its existing at-the-market agreement, resulting in net proceeds to the Company of approximately $772,468.

	●	a classified Board of Directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our Board of Directors;

	●	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

	●	the exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;

	●	the ability of our Board of Directors to alter our bylaws without obtaining stockholder approval;

	●	the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or repeal the provisions of our articles of incorporation and bylaws regarding the election and removal of directors;

	●	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

	●	the requirement that a special meeting of stockholders may be called only by the chairman of the Board of Directors, the chief executive officer, the president (in the absence of a chief executive officer) or the Board of Directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

	●	The assessment of NextTrip’s ability to continue as a going concern;
	●	The measurement and useful life of intangible assets and property and equipment; and
	●	Recoverability of long-lived assets

Category	Method	Estimated useful life
Software	Straight line	3 years
Software licenses	Straight line	0.5 - 4 years

	●	NextTrip is primarily responsible for fulling the promise to provide such travel product.
	●	NextTrip has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer.
	●	NextTrip has discretion in establishing the price for the specified travel product.

Name	Age	Position
William Kerby	66	Chief Executive Officer
Lyndsey North	41	President
Frank Orzechowski	64	Chief Financial Officer, Treasurer and Corporate Secretary

Directors	Class	Age	Position	Director Since	Current Term Expires
Donald P. Monaco	I	71	Chairman of the Board and Director	2023	2024
Jacob Brunsberg	II	37	Director	2022	2025
Salvatore Battinelli(1)	II	82	Director	2017	2025
Dennis Duitch(1)	III	79	Director	2017	2026
Kent Summers(1)	III	65	Director	2018	2026

	●	the Class I director is Don Monaco, with a term expiring at our 2024 annual meeting of stockholders;

	●	the Class II directors are Salvatore Battinelli and Jacob Brunsberg, with terms expiring at our 2025 annual meeting of stockholders; and

	●	the Class III directors are Dennis Duitch and Kent Summers, with terms expiring at our 2026 annual meeting of stockholders.

	●	appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

	●	overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

	●	reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

	●	monitoring our internal control over financial reporting, disclosure controls and procedures;

	●	establishing procedures for the receipt, retention and treatment of accounting related complaints and concerns;

	●	meeting independently with our registered public accounting firm and management;

	●	reviewing and approving or ratifying any related person transactions; and

	●	preparing the Audit Committee report required by SEC rules.

	●	annually reviewing and approving corporate goals and objectives applicable to CEO compensation;

	●	determining our CEO’s compensation;

	●	reviewing and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive officers;

	●	overseeing an evaluation of our senior executives;

	●	overseeing and administering our equity incentive plans;

	●	reviewing and making recommendations to our Board of Directors with respect to director compensation; and

	●	reviewing and discussing annually with management our “Compensation Discussion and Analysis” when it is required by SEC rules to be included in our Proxy Statements.

	●	identifying individuals qualified to become board members;

	●	recommending to our board the persons to be nominated for election as directors and to each of the board’s committees; and

	●	overseeing an annual evaluation of the board.

Name and Principal Position	Fiscal Year	Salary ($) ⁽¹⁾		Bonus ($) ⁽¹⁾		Stock Awards ($)		Option Awards ($) ⁽²⁾			All Other Compensation ($) ⁽¹⁾			Total ($)
Bill Kerby – Chief Executive Officer	2024		400,000		-		-		-			42,000	⁽⁵⁾		441,995
	2023		400,000		-		-		-			17,500	⁽⁶⁾		417,500

Jacob Brunsberg – Former President and Chief Executive Officer and Current Director	2024		214,333		-		-		-			267,011	⁽⁷⁾		481,344
	2023		250,000		-		-		477,861	⁽³⁾		-			727,861

Frank Orzechowski - Chief Financial Officer	2024		200,000		-		-		-			109,073	⁽⁸⁾		309,073
	2023		200,000		-		-		260,976	⁽⁴⁾		-			460,976

Lyndsey North, President	2024		200,000		-		-		-			-			200,000
	2023		151,995		-		-		-			-			151,995

(1)	Actual amounts paid or accrued.

(2)	Includes option awards and stock appreciation rights awards. Stock appreciation rights awards are only payable in cash. As such, no shares of common stock were reserved in connection with the awards since no shares will be issued pursuant to exercise. The Fair Value of option and SARs awards are calculated in accordance with FASB ASC Topic 718. The amount recognized for all awards is calculated using the Black Scholes pricing model. No options or SARs were awarded during the twelve months ended February 29, 2024.

(3)	On July 1, 2022, we granted Mr. Brunsberg: (i) an option to purchase up to 2,490 shares of common stock, with an exercise price of $50.00, and a grant date fair value of $46,367; (ii) an option to purchase up to 760 shares of common stock, with an exercise price of $50.00, and a grant date fair value of $14,152; (iii) 9,747 SARs, with an exercise price of $50.00 and a grant date fair value of $181,503; and (iv) 9,098 SARs in connection with his employment retention agreement. The SARs have an exercise price of $26.00 and had a grant date fair value of $187,530. On January 26, 2023, we granted Mr. Brunsberg an option to purchase up to 5,457 shares of common stock, with an exercise price of $11.60 and a grant date fair value of $48,295. In connection with Mr. Brunsberg’s resignation from the Company, on February 29, 2024, the Compensation Committee of the Board of Directors approved (i) the accelerated vesting of all unvested options and SARs as of his resignation of December 29, 2023; and (ii) such options and SARs be and remain outstanding and exercisable for the full duration of the options. Notwithstanding the forgoing, as of February 29, 2024, all of Mr. Brunsberg’s vested options to purchase shares of our common stock were subject to an exercisability waiver until such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares. Such approval was obtained at a special meeting of stockholders on March 8, 2024.

(4)	On July 1, 2022, we granted Mr. Orzechowski: (i) an option to purchase up to 797 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement. The option has an exercise price of $50.00 and vests as follows: 25% on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months. As of February 29,2024, 521 shares were vested. The option had a grant date fair value of $14,841; (ii) an option to purchase up to 2,609 shares of our common stock with an exercise price of $50.00 and vests as follows: 25% on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months. As of February 29, 2024, 1,691 shares were fully vested. The option had a grant date fair value of $48,583; (iii) 3,474 SARs with an exercise price of $50.00 and vests as follows: 25% on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months. As of February 29, 2024, 2,249 SARs were fully vested and exercisable. The SARs had a grant date fair value of $64,691; and (iv) 4,852 SARs in connection with his employment retention agreement. The SARs have an exercise price of $26.00 and will vest and become exercisable on March 15, 2025 if Mr. Orzechowski remains an employee of the Company on that date. The SARs had a grant date fair value of $100,017. On January 26, 2023, we granted Mr. Orzechowski an option to purchase up to 3,711 shares of common stock. The option has an exercise price of $11.60 and vests as follows: 50% on the date of the grant, and the remaining 50% in equal monthly installments over the subsequent 23 months. As of February 29, 2024, 2,909 shares were fully vested. The option had a grant date fair value of $32,843. As of February 29, 2024, all of Mr. Orzechowski’s vested options to purchase shares of our common stock were subject to an exercisability waiver until such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares. Such approval was obtained at a special meeting of stockholders on March 8, 2024.

(5)	In fiscal year 2024, we paid Mr. Kerby $24,000 in connection with various personal financial guarantees, and a personal car allowance of $18,000 pursuant to the terms of his employment agreement.

(6)	In fiscal year 2023, we paid Mr. Kerby $10,000 in connection with various personal financial guarantees, and a personal car allowance of $7,500 pursuant to the terms of his employment agreement.

(7)	In fiscal year 2024, we paid Mr. Brunsberg a retention bonus of $204,511 and severance of $62,500 in connection with his resignation from the Company pursuant to the terms of his Retention and Separation Agreement. In addition, Mr. Brunsberg is entitled to receive an award of 31,250 shares of Restricted Stock or Restricted Stock Units, or a stock option to Purchase up to 31,250 shares of the Company’s common stock as determined by the 2023 Equity Incentive Plan Administrator. Such award has not been granted as of February 29, 2024.

(8)	In fiscal year 2024, we paid Mr. Orzechowski a retention bonus of $109,073 pursuant to the terms of his Retention Bonus and Separation Agreement.

	Option Awards⁽¹⁾
Name		Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date
Jacob Brunsberg⁽²⁾			-		5,000	$	63.60	9/20/2026
			-		3,500	$	50.00	2/16/2027
			1,500		-	$	50.00	2/16/2027
			-		760	$	50.00	7/1/2027
			-		2,490	$	50.00	7/1/2027
			9,747		-	$	50.00	7/1/2027
			9,098		-	$	26.00	7/1/2027
			-		5,457	$	11.60	1/25/2028

Frank Orzechowski⁽³⁾			-		13	$	280.00	7/1/2024
			-		300	$	280.00	7/1/2024
			-		1,750	$	50.00	6/14/2025
			902		-	$	52.60	6/22/2025
			-		2,429	$	68.40	8/11/2026
			1,620		809	$	68.40	8/11/2026
			-		797	$	50.00	7/1/2027
			-		2,609	$	50.00	7/1/2027
			2,249		1,225	$	50.00	7/1/2027
			-		4,852	$	26.00	7/1/2027
			-		3,711	$	11.60	1/25/2028

	●	A sale of all or substantially all of our assets;
	●	Our liquidation or dissolution;
	●	A purchase or other acquisition of 51% or more of our Common Stock
	●	Our merger or consolidation with or into another corporation.

	●	A secured or unsecured promissory note, provided that this method of payment is not available to a participant who is a director or an executive officer;

	●	Shares of our Common Stock already owned by the Option or Stock Award holder as long as the surrendered shares have a fair market value that is equal to the acquired stock and have been owned by the participant for at least six months;

	●	The surrender of shares of Common Stock then issuable upon exercise of an Option; and

	●	A “cashless” option exercise in accordance with applicable regulations of the SEC and the Federal Reserve Board.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽⁶⁾⁽⁷⁾		Total ($)
Mark K. Ruport⁽¹⁾		25,000		5,797		30,797
Donald P. Monaco ⁽²⁾		-		-		-
Salvatore Battinelli⁽³⁾		25,000		5,797		30,797
Dennis Duitch⁽⁴⁾		25,000		5,797		30,797
Kent Summers⁽⁵⁾		25,000		5,797		30,797

(1)	The fees shown were paid to Mr. Ruport for services as director. On January 26, 2023, the Company granted Mr. Ruport an option to purchase up to 655 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797. Mr. Ruport resigned as chairman on December 29, 2023, pursuant to the Share Exchange agreement between NextTrip and Sigma Additive Solutions, Inc.
(2)	Mr. Monaco was appointed chairman as of December 29, 2023 pursuant to the Share Exchange agreement between NextTrip and Sigma Additive Solutions, Inc., and did not receive any compensation for his services in fiscal year 2024.
(3)	The fees shown were paid to Mr. Battinelli for services as a director. On January 26, 2023, the Company granted Mr. Battinelli an option to purchase up to 655 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.
(4)	The fees shown were paid to Mr. Duitch for services as a director. On January 26, 2023, the Company granted Mr. Duitch an option to purchase up to 555 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.
(5)	The fees shown were paid to Mr. Summers for services as a director. On January 26, 2023, the Company granted Mr. Summers an option to purchase up to 655 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.
(6)	These columns represent the aggregate grant date fair value of stock awards and stock options computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be recognized by the named directors from these awards.
(7)	As of February 29, 2024, all outstanding vested Option Awards granted to directors were subject to an exercisability waiver until such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares. Such approval was obtained at a special meeting of stockholders on March 8, 2024.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned⁽¹⁾
Named Executive Officers and Directors:
William Kerby⁽²⁾		50,011		3.6	%
Frank Orzechowski⁽³⁾		10,791		*
Donald P. Monaco⁽⁴⁾		41,745		3.0	%
Jacob Brunsberg⁽⁵⁾		17,302		1.2	%
Salvatore Battinelli⁽⁶⁾		6,066		*
Dennis Duitch⁽⁷⁾		5,767		*
Kent J. Summers⁽⁸⁾		5,730		*
All executive officers and directors as a group (7 persons)⁽⁹⁾		137,412		9.6	%
5% Stockholders:
Promethean TV, Inc. ⁽¹⁰⁾		100,000		7.2	%
David Jiang		134,043		9.7	%

(1)	Based on 1,388,641 shares outstanding at August 31, 2024.
(2)	Includes 11,386 shares held by Travel and Media Tech, LLC (“TMT”). Mr. Kerby is a 50% member of TMT, and is deemed to beneficially own the shares held by TMT. Mr. Kerby disclaims beneficial ownership of all securities held by TMT in excess of his pecuniary interest, if any.
(3)	Includes 10,791 shares issuable upon the exercise of stock options.
(4)	Includes (i) 1,733 shares held by Monaco Investment Partners, LP (“MIP”); (ii) 28,626 shares held by the Donald P. Monaco Insurance Trust (the “Trust”); and (iii) 11,386 shares held by TMT. Mr. Monaco is the managing general partner of MI Partners, is the trustee of the Trust and is a 50% member of TMT, and as such is deemed to beneficially own the securities held by the MI Partners, Trust and TMT, respectively. Mr. Monaco disclaims beneficial ownership of all securities held by MIP, the Trust and TMT in excess of his pecuniary interest, if any.
(5)	Includes 17,302 shares issuable upon the exercise of stock options.

(6)	Includes (i) 5,105 shares issuable upon the exercise of stock options, (ii) 168 shares issuable upon the conversion of shares of the Company’s Series E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.
(7)	Includes 5,105 shares issuable upon the exercise of stock options.
(8)	Includes 5,105 shares issuable upon the exercise of stock options.
(9)	Includes (i) 4,360 shares issuable upon the exercise of stock options, (ii) 168 shares issuable upon the conversion of the shares of the Company’s Series E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.
(10)	Mr. Ian Sharpe is the control party of Promethean TV, Inc., and as such is deemed to beneficially own the securities held by Promethean TV, Inc. Mr. Sharpe disclaims beneficial ownership of all securities held by Promethean TV, Inc. in excess of his pecuniary interest, if any.