NextTrip, Inc DEF 14A, filed Oct 1, 2025

NextTrip, Inc. (NTRP)

DEF 14A 2025-10-01 For: 2025-10-01

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Added on June 12, 2026

About this DEF 14A

NextTrip, Inc filed this DEF 14A on October 1, 2025.

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	By Order of the Board of Directors,

	NextTrip, Inc.

	/s/ William Kerby
	William Kerby
	Chief Executive Officer

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE ANNUAL MEETING	1

PROPOSAL 1: ELECTION OF DIRECTORS	8

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	10

PROPOSAL 3: APPROVAL OF THE ISSUANCE OF MORE THAN 19.99% OF OUR COMMON STOCK UPON CONVERSION OF SERIES J, K, L, M, N, O, P AND Q PREFERRED STOCK AND EXERCISE OF WARRANTS, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)	12

PROPOSAL 4: APPROVAL OF THE ISSUANCE OF COMMON STOCK TO CERTAIN INSIDERS UPON CONVERSION OF SERIES L PREFERRED STOCK AND SERIES Q PREFERRED STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(C)	20

PROPOSAL 5: APPROVAL OF THE ISSUANCE OF MORE THAN 19.99% OF OUR COMMON STOCK UNDER AN EQUITY LINE OF CREDIT, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)	21

PROPOSAL 6: ADJOURNMENT OF THE ANNUAL MEETING TO SOLICIT ADDITIONAL VOTES	23

BOARD MATTERS AND CORPORATE GOVERNANCE	24

DIRECTOR COMPENSATION	30

EXECUTIVE COMPENSATION AND OTHER INFORMATION	31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	43

TRANSACTIONS WITH RELATED PERSONS	48

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	51

OTHER MATTERS	51

MISCELLANEOUS	51

WHERE YOU CAN FIND MORE INFORMATION	52

Q:	When and how will the Annual Meeting be held?

	The Annual Meeting will be held virtually at 10:00 a.m. Mountain Time on November 14, 2025. In order to attend the meeting, you must register at https://edge.media-server.com/mmc/go/NTRP2026AGM by 11:59 p.m. Eastern Time on November 13, 2025. You will not be able to attend the Annual Meeting in person.

Q:	How do I attend and participate in the Annual Meeting online?

A:	The Annual Meeting will be a completely virtual meeting of stockholders and will be webcast live over the Internet. Any stockholder can attend the virtual meeting live by registering at https://edge.media-server.com/mmc/go/NTRP2026AGM. The webcast will start at 10:00 a.m. Mountain Time. Stockholders as of the Record Date may vote and submit questions while attending the Annual Meeting online. Stockholders attending the Annual Meeting online will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. To enter the Annual Meeting, you will need the control number, which is included in your proxy materials if were are a stockholder of record of shares of our common stock, Series H Preferred or Series I Preferred, as applicable, as of the Record Date, or included with your voting instructions and materials received from your broker, bank or other agent if you hold your shares in a “street name.” Instructions on how to attend and participate are available at https://edge.media-server.com/mmc/go/NTRP2026AGM. We recommend that you log in a few minutes before 10:00 a.m. Mountain Time to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. If you would like to submit a question during the Annual Meeting, you may log in to the virtual meeting using your control number, type your question into the “Ask a Question” field, and click “Submit.”

Q:	Will a list of record stockholders as of the Record Date be available?

A:	For the ten days prior to the Annual Meeting, the list of stockholders of record on the Record Date will be available for examination by any stockholder of record for a legally valid purpose by request. You can contact our Chief Financial Officer and Secretary, Frank Orzechowski, at (954) 526-9688 or at frank.orzechowski@nexttrip.com to coordinate arrangements to view the stockholder list.

Q:	On what matters will I be voting?

A:	The following chart sets forth the proposals scheduled for a vote at the Annual Meeting, the vote required for such proposals to be approved, the voting options and the Board’s recommendations with respect to each proposal:

Proposal	Votes Required	Voting Options	Board Recommendation
Proposal 1: To elect two Class II directors to serve until our 2029 annual meeting of stockholders, or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal.	The two Class II director nominees receiving the highest number of “FOR” votes cast will be elected to our Board. Abstentions and broker non-votes will have no effect on the outcome of this proposal.	“FOR” or “AGAINST” or “ABSTAIN”	“FOR”

Proposal 2: To ratify the appointment of Haynie & Company as our independent registered public accounting firm for our fiscal year ending February 28, 2026.	The number of votes cast “FOR” this proposal must exceed the number of votes cast “AGAINST” this proposal. This proposal is considered a routine matter on which brokers can vote in their discretion; accordingly, we do not expect to receive any broker non-votes on the proposal. However, to the extent that any broker non-votes are received, broker non-votes will have no effect on the outcome of the vote on this proposal. Abstentions will have no effect on the outcome of the vote on this proposal.	“FOR” or “AGAINST” or “ABSTAIN”	“FOR”

Proposal 3: To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of our common stock upon conversion of outstanding shares of our Series J Nonvoting Convertible Preferred Stock, Series K Nonvoting Convertible Preferred Stock, Series L Nonvoting Convertible Preferred Stock Series M Nonvoting Convertible Preferred Stock, Series N Nonvoting Convertible Preferred Stock, Series O Nonvoting Convertible Preferred Stock, Series P Nonvoting Convertible Preferred Stock, and Series Q Nonvoting Convertible Preferred Stock, and exercise of certain warrants, all of which shares and warrants were issued to various parties between December 31, 2024 and September 15, 2025.	The number of votes cast “FOR” this proposal must exceed the number of votes cast “AGAINST” this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.	“FOR” or “AGAINST” or “ABSTAIN”	“FOR”

Proposal 4: To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of shares of our common stock upon conversion of outstanding shares of our Series L Nonvoting Convertible Preferred Stock and certain shares of our Series Q Nonvoting Convertible Preferred Stock issued to certain insiders pursuant to securities purchase agreements and debt conversion agreements entered into with such insiders between December 31, 2024 and September 15, 2025.	The number of votes cast “FOR” this proposal must exceed the number of votes cast “AGAINST” this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.	“FOR” or “AGAINST” or “ABSTAIN”	“FOR”

Proposal 5: To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of more than an aggregate of 19.99% of the outstanding shares of our common stock pursuant to that certain Securities Purchase Agreement, dated September 19, 2024, entered into in connection with an equity line of credit with Alumni Capital LP.	The number of votes cast “FOR” this proposal must exceed the number of votes cast “AGAINST” this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.	“FOR” or “AGAINST” or “ABSTAIN”	“FOR”

Proposal 6: To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals.	The number of votes cast “FOR” this proposal must exceed the number of votes cast “AGAINST” this proposal. This proposal is considered a routine matter on which brokers can vote in their discretion; accordingly, we do not expect to receive any broker non-votes on the proposal. However, to the extent that any broker non-votes are received, broker non-votes will have no effect on the outcome of the vote on this proposal. Abstentions will have no effect on the outcome of the vote on this proposal.	“FOR” or “AGAINST” or “ABSTAIN”	“FOR”

Q:	What happens if I sell my shares after the Record Date, but before the Annual Meeting?

A:	If you sell or transfer your shares of the Company after the Record Date but before the Annual Meeting, you will retain your right to vote at the Annual Meeting, but will transfer ownership of the shares and will not hold an interest in the Company.

Q:	What is the effect upon the rights of existing stockholders of the transactions described in Proposals 3, 4 and 5?

A:	We issued shares of several series of our convertible preferred stock and related warrants as described in Proposals 3 and 4. Such shares will automatically convert into shares of our common stock if we receive stockholder approval for such conversions. Conversion of the preferred stock and exercise of the related warrants by the holders thereof will result in significant dilution to our current holders of common stock as described in such Proposals. Additionally, pursuant to Proposal 5, we are asking for stockholder approval to issue more than an aggregate of 19.99% of the outstanding shares of our common stock in connection with an equity line of credit. If and when we sell shares of our common stock under such equity line, the sales will result in dilution to the then current common stockholders depending on the number of shares sold, if any.

Q:	How do I vote?

A:	After you have carefully read this proxy statement and have decided how you wish to vote your shares of NextTrip common stock, Series H Preferred and/or Series I Preferred, as applicable, please vote promptly. Stockholders of Record and Voting If your shares of Company stock are registered directly in your name with the Company or the Company’s transfer agent, Issuer Direct Corporation, as applicable, you are the stockholder of record of those shares and these proxy materials have been mailed or e-mailed to you by the Company. You may vote your shares by Internet, telephone, fax or by mail, as further described below. Your vote authorizes William Kerby, Chief Executive Officer of the Company, as your proxy, with the power to appoint his substitute, to represent and vote your shares as you direct.

	●	To vote online during the Annual Meeting, follow the provided instructions to join the meeting at https://edge.media-server.com/mmc/go/NTRP2026AGM, starting at 10:00 a.m. Mountain Time on November 14, 2025. The webcast will open 15 minutes before the start of the Annual Meeting.

	●	To vote in advance of the Annual Meeting through the internet, go to https://www.iproxydirect.com/NTRP to complete an electronic proxy card. You will be asked to provide the company number and control number from the printed proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on November 13, 2025 to be counted.

	●	To vote in advance of the Annual Meeting by telephone, dial 1-866-752-8683 and follow the recorded instructions. You will be asked to provide the company number and control number from the printed proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on November 13, 2025 to be counted.

	●	To vote by fax, complete, sign and date the proxy card and fax it to 202-521-3464. Your vote by fax must be received by 11:59 p.m. Eastern Time on November 13, 2025 to be counted. If no directions are given, the proxy will vote your shares in accordance with our Board’s recommendations.

	●	To vote using the proxy card, complete, sign and date the proxy card and return it promptly in accordance with the instructions in the Internet Notice. If you return your signed proxy card to us before the Annual Meeting, the proxy will vote your shares as you direct. If no directions are given, the proxy will vote your shares in accordance with our Board’s recommendations.

	Beneficial Owners If your shares of Company stock are held in a stock brokerage account, by a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your bank, broker or nominee that is considered the holder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker, trustee or nominee on how to vote your shares via the Internet or by telephone or fax if the bank, broker, trustee or nominee offers these options. You can also sign and return a proxy card. Your bank, broker, trustee or nominee will send you instructions for voting your shares. Please note that you may not vote shares held in street name by returning a proxy card directly to the Company or by voting at the Annual Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. Furthermore, brokers, banks and nominees who hold shares of Company stock on your behalf may not give a proxy to the Company to vote those shares on non-discretionary matters without specific instructions from you. For a discussion of the rules regarding the voting of shares held by beneficial owners, please see the question below entitled “If I am a beneficial owner of shares of Company stock, what happens if I do not provide voting instructions?”

Q:	How many shares must be present to hold the Annual Meeting?

A:	The presence in person or by proxy of at least one-third of the voting power of the outstanding shares of Company stock, including its common stock, Series H Preferred and Series I Preferred, outstanding as of the Record Date, is necessary to constitute a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present. If you are a beneficial owner (as defined above) of shares of the Company’s stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will nonetheless be counted as present at the Annual Meeting for purposes of determining whether a quorum exists so long as they are voted by such bank, broker or other nominee on one of the discretionary proposals. Stockholders of record who are present at the Annual Meeting in person or by proxy will be counted as present at the Annual Meeting for purposes of determining whether a quorum exists even if such stockholders abstain from voting.

Q:	How many votes do I and others have?

A:	Except as set forth below, you are entitled to one vote for each share of Company common stock, Series H Preferred and Series I Preferred, as applicable, that you held as of the Record Date. Holders of Series H Preferred and Series I Preferred will vote together with holders of Company common stock as a single class on each of the proposals being presented to stockholders for approval at the Annual Meeting. Notwithstanding the foregoing, of the shares of our stock entitled to vote, 32,786 of the shares of our common stock were issued to Alumni Capital as Initial Commitment Shares in connection with the Alumni Purchase Agreement (as described in Proposal 5) and are not entitled to vote on Proposal 5 for purposes of the listing rules of the Nasdaq Stock Market. Accordingly, although we anticipate that the 32,786 shares of common stock held by Alumni Capital will be voted in favor of Proposal 5 for purposes of adopting the respective proposals under Nevada law, to comply with Nasdaq rules, to the extent such shares are voted, we will instruct the inspector of elections to conduct a separate tabulation that subtracts the 32,786 shares held by Alumni Capital from the total number of shares voted in favor of Proposal 5 to determine whether the proposal has been adopted in accordance with applicable Nasdaq rules. Additionally, of the 500,442 shares of our Series I Preferred outstanding as of the Record Date, only 187,914 shares of Series I Preferred are eligible to vote with respect to each of proposals included in this Proxy Statement due to a 9.99% beneficial ownership limitation included in the Certificate of Designation of the Series I Preferred Stock. Any shares of Series I Preferred that are not eligible to vote due to the beneficial ownership limitation will be excluded from the voting tabulation for each of the proposals. As of the close of business on the Record Date, there were 8,224,752 shares of Company common stock outstanding, 33,000 shares of Series H Preferred outstanding, and 500,442 shares of Series I Preferred outstanding. On the Record Date, there were also 316 shares of the Series E Preferred Stock (“Series E Preferred”) outstanding, 297,788 shares of Series J Nonvoting Convertible Preferred Stock (“Series J Preferred”) outstanding, 60,595 shares of Series K Nonvoting Convertible Preferred Stock (“Series K Preferred”) outstanding, 1,076,156 shares of Series L Nonvoting Convertible Preferred Stock (“Series L Preferred”) outstanding, 133,278 shares of Series M Nonvoting Convertible Preferred Stock (“Series M Preferred”) outstanding, 500,000 shares of Series N Nonvoting Convertible Preferred Stock (“Series N Preferred”) outstanding, 443,549 shares of Series O Nonvoting Convertible Preferred Stock (“Series O Preferred”) outstanding, 343,750 shares of Series P Nonvoting Convertible Preferred Stock (“Series P Preferred”) outstanding and 129,053 shares of Series Q Nonvoting Convertible Preferred Stock (“Series Q Preferred”) outstanding. However, shares of the Series E, J, K, L, M, N, O, P and Q Preferred are not entitled to vote on the matters being considered at the Annual Meeting.

Q:	If I am a beneficial owner of shares of Company stock, what happens if I do not provide voting instructions? What is discretionary voting? What is a broker non-vote?

A:	If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does not have discretionary authority to vote. Even though the Company’s common stock is listed on Nasdaq, the rules of the New York Stock Exchange determine whether proposals presented at stockholder meetings are “discretionary” or “non-discretionary.” If a proposal is determined to be discretionary, your broker, bank or other holder of record is permitted under New York Stock Exchange rules to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted under New York Stock Exchange rules to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner. We are advised that Proposals 2 and 6 are discretionary proposals. Proposals 1, 3, 4 and 5 are non-discretionary proposals. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares may not be voted with respect to Proposals 1, 3, 4 and 5. Broker non-votes will have no effect on the outcome of any of the proposals being presented to stockholders for approval at the Annual Meeting.

Q:	What will happen if I return my proxy card without indicating how to vote?

A:	If you sign and return your proxy card without indicating how to vote on one or more of the proposals, the Company stock represented by your proxy will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Annual Meeting and cannot be voted.

Q:	Can I change my vote after I have returned a proxy or voting instruction card?

A:	Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting. You can do this in one of four ways:

	●	you can grant a new, valid proxy bearing a later date;

	●	you can send a signed notice of revocation;

	●	if you are a holder of record, you can attend the Annual Meeting and vote at the Annual Meeting, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given; or

	●	if your shares of Company stock are held in an account with a broker, bank or other nominee, you must follow the instructions on the voting instruction card you received in order to change or revoke your instructions.

	If you choose either of the first two methods, you must submit your written notice of revocation or your new proxy to the Secretary of the Company, as specified below under “What is the deadline to propose actions for consideration at this year’s annual meeting of stockholders or to nominate individuals to serve as directors?” no later than the beginning of the Annual Meeting. If your shares are held in street name by your broker, bank or nominee, you should contact them to change your vote.

Q:	Do I need identification to attend the Annual Meeting?

A:	Yes. You will be asked to provide the company number and control number from the printed proxy card.

Q:	Are Company stockholders entitled to dissenters’ or appraisal rights?

A:	No. Company stockholders do not have dissenters’ or appraisal rights in connection with any of the proposals under Chapter 78 of Nevada Revised Statutes (the “NRS”) and will not be afforded any such rights.

Q:	What do I do if I receive more than one set of Internet Notice?

A:	You may receive more than one set of the Internet Notice for the Annual Meeting. This can occur if you hold your shares of Company stock in more than one brokerage account, if you hold shares of Company stock directly as a record holder and also in street name, or otherwise through a nominee. Other circumstances may apply. If you receive more than one set of voting materials, each should be voted and/or returned separately in order to ensure that all of your shares of common stock, Series H Preferred and/or Series I Preferred, as applicable, are voted.

Q:	How can I find out the results of the voting at the Annual Meeting?

A:	Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we intend to file with the Securities and Exchange Commission (“SEC”) within four business days after the Annual Meeting.

Q:	What proxy materials are available on the internet?

A:	This proxy statement is available at https://www.iproxydirect.com/NTRP.

Q:	Whom may I call with questions about the Annual Meeting and the Proposals?

A:	Company stockholders should contact our Chief Financial Officer and Secretary, Frank Orzechowski, via email at frank.orzechowski@nexttrip.com or by telephone at (954) 526-9688 with any questions regarding the Annual Meeting or any of the proposals to be presented at the Annual Meeting.

Q:	What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

A:	Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2027 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than June 5, 2026, which is 120 days prior to the first anniversary of the mailing date of the proxy materials for our 2026 annual meeting of stockholders. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: NextTrip, Inc. Attention: Corporate Secretary 3900 Paseo del Sol Santa Fe, New Mexico 87507 As for stockholders who wish to present a proposal or to nominate a director candidate at the 2027 annual meeting of stockholders, but not to include the proposal or nomination in our proxy statement, our amended and restated bylaws state that the proposal or nomination must be received by us no later than June 5, 2026, which is 120 days prior to the first anniversary of the mailing date of the proxy materials. The proposal or nomination must also contain the information required by our amended and restated bylaws. A proposal or nomination to be presented directly at the 2027 annual meeting should be addressed to us as set forth above. For the 2027 annual meeting, we will be required pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, to include on our proxy card all nominees for director for whom we have received notice under the rule, which must be received no later than 60 calendar days prior to the anniversary of our 2026 annual Meeting. For any such director nominee to be included on our proxy card for this year’s annual meeting, notice must have been be received no later than September 15, 2026.

Name	Age	Position
William Kerby	68	Class II Director, Chief Executive Officer
Jimmy Byrd	64	Class II Director

	February 28, 2025		February 29, 2024
Audit fees⁽¹⁾⁽³⁾	$	98,500	$	78,000
Audit related fees⁽²⁾⁽³⁾		16,250		-
Tax fees		7,283		750
All other fees				12,500
Total	$	122,033	$	91,250

	⁽¹⁾	In accordance with the SEC’s definitions and rules, “audit fees” are fees that we paid for professional services for the audit of our financial statements included in our Annual Report on Form 10-K and review of the interim financial statements included in quarterly reports, and for services that are normally provided by the registered public accounting firm in connection with statutory and regulatory filings or engagements.

	⁽²⁾	In accordance with the SEC’s definitions and rules, “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements; and “tax fees” are fees for tax compliance, tax advice and tax planning.

	⁽³⁾	In addition to the amounts included in the table above, the Company paid TPS, its predecessor auditor, $44,000 in audit fees for the February 29, 2024 audit.

Name of Beneficial Owner	Before Conversion of Preferred Shares					After Conversion of Preferred Shares
Named Executive Officers and Directors	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned ⁽¹⁾			Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned ⁽⁸⁾
William Kerby		1,254,993		15.3	%⁽²⁾		1,586,117		14.2	%⁽⁹⁾
Don Monaco		1,474,760		17.6	%⁽³⁾		2,219,792		19.6	%⁽¹⁰⁾
David Jiang		826,455		9.9	%⁽⁴⁾		1,124,243		9.9	%⁽¹¹⁾
Jimmy Byrd		100,000		1.2	%		150,000		1.3	%⁽¹²⁾
Andy Kaplan		80,000		1.0	%⁽⁵⁾		111,250		1.0	%⁽¹³⁾
Steve Kircher		8,278		^*	⁽⁶⁾		42,501		*	⁽¹⁴⁾
Carmen Diges		-		*			13,580		*	⁽¹⁵⁾
John McMahon		-		*			168,416		1.5	%⁽¹⁶⁾
5% Stockholders
Swel5, LLC		462,875		5.60	%⁽⁷⁾		462,875		4.1	%⁽⁷⁾

	Before Conversion of Preferred Shares					After Conversion of Preferred Shares
Preferred Series	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned ⁽¹⁾			Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned ⁽²⁾
J		40,000		*			106,000		*
K		-		*			60,595		*
M		9,746		*			143,024		1.3	%
N		198,143		2.4	%		698,143		6.2	%
O		5,002		*			280,135		2.5	%
P		160,000		1.9	%		503,750		4.5	%

(1)	Based on 8,224,752 shares outstanding on September 15, 2025.

(2)	Based on 11,208,921 pro-forma shares outstanding at September 15, 2025. Assumes the automatic conversion of all of the following issued and outstanding Preferred shares as none of the holders of such shares would exceed their beneficial ownership limitation, including 297,788 shares of Series J Preferred, 60,595 shares of Series K Preferred, 1,076,156 shares of Series L Preferred, 133,278 shares of Series M Preferred, 500,000 shares of Series N Preferred, 443,549 shares of Series O Preferred, 343,750 shares of Series P Preferred, and 129,053 shares of Series Q Preferred. Excludes the exercise of 2,127,000 warrants issued in connection with the Preferred offerings due to beneficial ownership limitations.

Directors	Class	Age	Position	Director Since	Current Term Expires
Donald P. Monaco	I	72	Chairman of the Board and Director	2023	2028 Annual Meeting
Stephen Kircher⁽¹⁾⁽²⁾	I	71	Director	2025	2028 Annual Meeting
William Kerby	II	68	Director	2025	2029 Annual Meeting
Jimmy Byrd⁽¹⁾⁽²⁾	II	64	Director	2025	2029 Annual Meeting
Andy Kaplan⁽¹⁾⁽³⁾	III	64	Director	2025	2027 Annual Meeting
Carmen Diges^(1)(2)(3)	III	55	Director	2025	2027 Annual Meeting
David Jiang⁽²⁾⁽³⁾	III	60	Director	2025	2027 Annual Meeting

	(1)	Member of our Audit Committee
	(2)	Member of our Compensation Committee
	(3)	Member of our Nominating and Corporate Governance Committee

	●	the Class I directors are Donald P. Monaco and Stephen Kircher, and their current term will expire at the 2028 Annual Meeting;

	●	the Class II directors are William Kerby and Jimmy Byrd, and their current terms will expire at this Annual Meeting; and

	●	the Class III directors are Andy Kaplan, Carmen Diges and David Jiang, and their current terms will expire at our 2027 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 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 with respect to director compensation; and

	●	reviewing and discussing annually with management our “Compensation Discussion and Analysis,” if and 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	Fees Earned or Paid in Cash ($)⁽¹⁾		Option Awards ($)		Total ($)
Donald P. Monaco		35,000		-		35,000
Jacob Brunsberg		35,000		-		35,000
Salvatore Battinelli		35,000		-		35,000
Dennis Duitch		35,000		-		35,000
Kent Summers		35,000		-		35,000

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		2025		400,000		-		-			-		42,000	⁽³⁾		442,000
		2024		400,000		-		-			-		42,000	⁽³⁾		442,000

Frank Orzechowski - Chief Financial Officer		2025		200,000		-		-			-		-			200,000
		2024		200,000		-		-			-		109,073	⁽⁴⁾		309,073

Lyndsey North - Former President		2025		169,697		-		26,760	⁽⁵⁾		-		16,667	⁽⁵⁾		213,124
		2024		200,000		-		-			-		-			200,000

	⁽¹⁾	Actual amounts paid or accrued.
	⁽²⁾	Includes option awards and stock appreciation rights awards (“SARs”). SARs 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 the Financial Accounting Standards Board (“FASB”) ASC 718, “Compensation – Stock Compensation.” 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 28, 2025 or February 29, 2024.
	⁽³⁾	In fiscal years 2025 and 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.
	⁽⁴⁾	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.
	⁽⁵⁾	In fiscal year 2025, we granted Ms. North 4,000 shares of common stock at $6.69 per share and paid cash severance of $16,667 pursuant to the terms of her separation agreement. Ms. North’s employment by the Company terminated on January 6, 2025.

	Option Awards⁽¹⁾
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date
Frank Orzechowski⁽²⁾		1,750		-	$	50.00	6/14/2025
		902		-	$	52.60	6/22/2025
		2,429		-	$	68.40	8/11/2026
		2,429		-	$	68.40	8/11/2026
		717		80	$	50.00	7/1/2027
		2,339		270	$	50.00	7/1/2027
		3,113		361	$	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.

Year	Summary Compensation Table Total for PEO A (1)		Summary Compensation Table Total for PEO B (1)		Compensation Actually Paid to PEO A (2)		Compensation Actually Paid to PEO B (2)		Average Summary Compensation Table Total for Non-PEO NEO’s (3)		Average Compensation Actually Paid to Non-PEO NEO’s (2)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)		Net Loss (5)
2025	$	442,000	$	-	$	442,000	$	-	$	206,535	$	204,426	$	8.73	$	(10,198,684	)
2024	$	442,000	$	481,344	$	442,000	$	383,394	$	254,537	$	168,740	$	6.56	$	(7,339,276	)
2023	$	417,500	$	727,861	$	417,500	$	344,584	$	306,485	$	108,312	$	26.10	$	(5,033,496	)

	PEO A		PEO B		Other NEO’s			PEO A		PEO B			Other NEO’s			PEO A		PEO B			Other NEO’s
	2025							2024								2023
	PEO A		PEO B		Other NEO’s			PEO A		PEO B			Other NEO’s			PEO A		PEO B			Other NEO’s
SCT Amounts	$	442,000	$	-	$	206,535		$	442,000	$	481,344		$	254,537		$	417,500	$	727,861		$	306,485
Adjustments Related to Defined Benefit and Actuarial Plans:
None (6)		-		-		-			-		-			-			-		-			-
Adjustments Related to Stock Based Compensation
Values reported in Stock Awards and Options awards columns of the SCT		-		-		(13,353	)		-		-			-			-		(477,861	)		(130,488	)
Year-End Fair Value of Awards Granted during the year that are outstanding and unvested as of the end of the covered fiscal year		-		-		-			-		-			-			-		217,862			74,907
Decrease in Fair Value of Awards granted in prior years that are outstanding and unvested at Year End		-		-		(2,182	)		-		-			(74,095	)		-		(391,449	)		(147,035	)
Fair Value on Vesting Date of Awards that are granted and vest in the same covered fiscal year		-		-		13,353			-		-			-			-		308,841			32,618
Increase (Decrease) in Fair Value of Awards granted in prior years that vest in the covered fiscal year		-		-		73			-		(97,950	)		(11,702	)		-		(40,669	)		(28,176	)
Increase (Decrease) in fair value of awards granted in prior years that failed to meet vesting conditions during the year		-		-		-			-		-			-			-		-			-
Dividends and other earnings paid on awards before the vesting date		-		-		-			-		-			-			-		-			-
Adjustment to compensation amount		-		-		-			-		-			-			-		-			-
CAP Amounts	$	442,000	$	-	$	204,426		$	442,000	$	383,394		$	168,740		$	417,500	$	344,584		$	108,312

	(3)	The amounts presented reflect the average compensation set forth in the SCT for the Company’s Non-PEO NEOs, consisting of Frank Orzechowski and Lyndsey North for the fiscal years ended February 28, 2025, February 29, 2024, and February 28, 2023.

	(4)	The amounts presented reflect the value of a fixed investment of $100 on March 1st of the reporting period (i.e., March 1, 2022) based upon the closing market price of the Company’s common stock of $45.60, $11.90 $2.99, and $3.98 at February 28, 2022, February 28, 2023, February 29, 2024 and February 28, 2025, respectively, as traded on The Nasdaq Capital Market. All amounts presented herein have been retroactively adjusted to reflect the 1-for-20 reverse split of the Company’s common stock effective September 22, 2023.

	(5)	The amounts presented reflect the net loss as reported in the Company’s audited financial statements for the periods presented.

	(6)	The Company had no Defined Benefit or Actuarial Plans during the periods presented.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned⁽¹⁾
Named Executive Officers and Directors:
William Kerby⁽²⁾		1,254,993		15.3	%
Lyndsey North		4,000		*
Frank Orzechowski		48		*
John McMahon⁽³⁾		-		*
Donald P. Monaco⁽⁴⁾		1,474,760		17.6	%
David Jiang ⁽⁵⁾		826,455		9.9	%
Jimmy Byrd⁽⁶⁾		100,000		1.2	%
Andy Kaplan ⁽⁷⁾		80,000		1.0	%
Stephen Kircher⁽⁸⁾		8,278		*
Carmen Diges⁽⁹⁾		-		*
All executive officers and directors as a group (9 persons)⁽¹⁰⁾		3,744,534		44.5	%
5% Stockholders:
Swel5, LLC. ⁽¹¹⁾		462,875		5.6	%

	(1)	Based on 8,224,752 shares outstanding at September 15, 2025.

	(2)	Includes 11,386 shares held by Travel and Media Tech, LLC (“TMT”). Mr. Kerby is a co-manager and a 48% member of TMT. As a co-manager, Mr. Kerby has the right to exercise investment power, and accordingly 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. Excludes 331,124 shares of common stock issuable upon conversion of shares of Series L Preferred stock, as conversion is contingent upon shareholder approval.

	(3)	Excludes 168,416 shares of common stock issuable upon the conversion of Series O Preferred stock, as conversion is contingent upon shareholder approval.

	(4)	Includes (i) 1,733 shares held by Monaco Investment Partners, LP (“MIP”); (ii) 1,326,641 shares held by the Donald P. Monaco Insurance Trust (the “Trust”); (iii) 135,000 shares issuable to the Trust upon the exercise of stock options; and (iv) 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 52% member of TMT. Mr. Monaco is also a co-manager of TMT, and has the right to exercise investment power, and accordingly, is deemed to beneficially own the securities held by MIP, 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. Excludes 745,032 shares of common stock issuable upon conversion of shares of Series L Preferred stock held by the Trust, as conversion is contingent upon shareholder approval.

	(5)	Includes 49,000 shares of common stock issuable upon conversion of shares of Series J Preferred Stock. Excludes 427,528 shares of common stock issuable upon conversion of shares of Series I Preferred stock and 182,788 shares of common stock issuable upon conversion of shares of additional Series J Preferred stock, as conversion is contingent upon shareholder approval and subject to beneficial ownership limitations. Also excludes warrants to purchase 74,089 shares of common stock due to beneficial ownership limitations.

	(6)	Excludes 50,000 shares of common stock issuable upon the conversion of Series Q Preferred stock, as conversion is contingent upon shareholder approval.

	(7)	Includes 75,000 shares held by KC Global Media Asia, LLC (“KCGM”). Mr. Kaplan is the co-trustee of the Kaplan-Wright Family Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM. Mr. Kaplan disclaims beneficial ownership of all securities held KCGM in excess of his pecuniary interest, if any. Excludes 31, 250 shares of common stock issuable upon the conversion of Series Q Preferred stock, as conversion is contingent upon shareholder approval.

	(8)	Excludes 34,223 shares of common stock issuable upon the conversion of Series Q Preferred stock, as conversion is contingent upon shareholder approval.

	(9)	Excludes 13,580 shares of common stock issuable upon the conversion of Series Q Preferred stock, as conversion is contingent upon shareholder approval.

	(10)	Includes (i) 135,000 shares issuable upon the exercise of stock options, and (ii) 49,000 shares issuable upon the conversion of the shares of the Company’s Series J Preferred Stock. Excludes shares beneficially owned by Ms. North, since her employment terminated on January 6, 2025.

	(11)	Based on information provided by the Company’s Transfer Agent. Swel5, LLC is 50% owned by Bill LaMacchia and 50% owned by Bill LaMacchia, Jr., and as such, they are deemed to beneficially own the securities held by Swel5, LLC. Mr. LaMacchia and Mr. LaMacchia, Jr. disclaim beneficial ownership of all securities held by Swel5, LLC in excess of their pecuniary interest, if any.