What changed in this filing

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Item 1A. Risk Factors

2025-05-29 compared with 2024-09-04 · 196 added, 236 removed, 490 unchanged (47% of the section changed)

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risks and uncertainties not presently known to us or that we currently deem immaterial also may have similar adverse effects on us.

risks described below and in our filings with the SEC are not the only ones facing us.

Our business is also subject to the risks that

affect many other companies, such as competition, labor relations, general economic conditions, inflation, supply chain constraints,

geopolitical changes, and international operations.

We operate in a rapidly changing environment that involves a number of risks, some

of which are beyond our control.

Additional risks not currently known to us or that we currently believe are immaterial also may impair

our business operations and our liquidity.

The risks described below and in our filings with the SEC could cause our actual results to

differ materially from those contained in the forward-looking statements we have made in this prospectus, the information incorporated

herein by reference, and those forward-looking statements we may make from time to time.

You should understand that it is not possible

to predict or identify all such factors.

Related to Our Business

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particularly air travel.

Global factors over which we have no control, but which could impact our clients’ willingness to travel

and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:

Global factors over which we have no control, but which could impact our clients’ ability or willingness

to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:

widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian

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cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as Russia’s

invasion of Ukraine and the military conflict in Israel, resulting sanctions imposed by the U.S.

invasion of Ukraine and the ongoing military conflict in Israel, resulting sanctions imposed by the U.S.

and other countries and retaliatory

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natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes;

climate change-related impact to travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by

climate change-related impact on travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by

governments, businesses and supplier partners to combat climate change;

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are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry.

Due to the absence of a long-standing operating history and the emerging nature of the markets in which it competes, we anticipate operating

Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating

losses until we can successfully implement our business strategy, which includes all associated revenue streams.

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be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.

Company believes that, in the aggregate, it could require several millions of dollars to support and expand the marketing and development

of its products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations,

office space and systems for managing the business, and cover other operating costs until its planned revenue streams from all products

are fully implemented and begin to offset its operating costs.

We estimate that we will need to raise a minimum of $5.5 million in net proceeds to continue operations for the next

twelve months.

believe that, in the aggregate, it could require several millions of dollars to support and expand the marketing and development of our

products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office

space and systems for managing the business, and cover other operating costs until our planned revenue streams from all products are

fully implemented and begin to offset its operating costs.

We estimate that we will need to raise a minimum of $5.5 million in net proceeds

to continue operations for the next twelve months.

the event the Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations,

the Company may be forced to scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy

light of the foregoing, there is substantial doubt our ability to continue as a going concern, and the report of our registered independent

public accounting firm on our financial statements as of and for the year ended February 29, 2024 contains a going concern qualification.

light of the foregoing, there is substantial doubt about our ability to continue as a going concern, and the report of our registered

independent public accounting firm on our financial statements as of and for the year ended February 28, 2025, included in Item 15 of

this Report, contains a going concern qualification.

are not profitable and may never become profitable.

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As of February 28, 2025, our accumulated deficit was $34,349,823.

There is no assurance

that any revenues we generate will be sufficient for us to become profitable or to maintain profitability.

Our revenues for the years

ended February 29, 2024 and February 28, 2023 were $458,752 and $382,832, respectively, and our operating expenses for those periods

were $5,740,577 and $4,979,766, respectively.

assurance that any revenues we generate will be sufficient for us to become profitable or to maintain profitability.

Our revenues for

the years ended February 28, 2025 and February 29, 2024 were $501,423 and $458,752, respectively, and our operating expenses for those

periods were $7,416,731 and $5,740,577, respectively.

Our current revenues are not sufficient to fund our operations.

We cannot predict when,

if ever, we might achieve profitability and we are not certain that we will be able to sustain profitability, if achieved.

to achieve or maintain profitability, the market price of our securities is likely to be adversely affected.

We cannot predict

when, if ever, we might achieve profitability and we are not certain that we will be able to sustain profitability, if achieved.

fail to achieve or maintain profitability, the market price of our securities is likely to be adversely affected.

have outstanding indebtedness, which could adversely affect our business and financial condition.

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and NextTrip are displayed in response to search queries.

Accordingly, we utilize search engine marketing, or SEM, as a means to provide

a significant portion of our visitor acquisition.

SEM includes both paid visitor acquisition (on a cost-per-click basis) and unpaid visitor

acquisition, which is often referred to as organic search.

plan to employ search engine optimization, or SEO, to acquire visitors.

SEO involves developing NextTrip’s websites in order to

rank highly in relevant search queries.

In addition to SEM and SEO, we may also utilize other forms of marketing to drive visitors to

our websites, including branded search, display advertising and email marketing.

Accordingly, we utilize search engine marketing (“SEM”) as a means

to provide a significant portion of our visitor acquisition.

SEM includes both paid visitor acquisition (on a cost-per-click basis) and

unpaid visitor acquisition, which is often referred to as organic search.

plan to employ search engine optimization (“SEO”) to acquire visitors.

SEO involves developing our websites in order to rank

highly in relevant search queries.

In addition to SEM and SEO, we may also utilize other forms of marketing to drive visitors to our

websites, including branded search, display advertising and email marketing.

various search engine providers, such as Google and Bing, employ proprietary algorithms and other methods for determining which websites

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could harm our travel division operating results .

have contracted for products in markets throughout the world, in jurisdictions which have various regulatory and taxation requirements

have contracted for products in markets throughout the world, including in jurisdictions which have various regulatory and taxation requirements

that can affect our travel division operations or regulate the activity of travel suppliers.

with laws and regulations of different jurisdictions imposing different standards and requirements is very burdensome because each region

has different regulations with respect to licensing and other requirements.

Our online marketplaces are accessible by travelers in many

states and foreign jurisdictions.

Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs

and increased liabilities for compliance deficiencies.

In addition, laws or regulations that may harm our business could be adopted,

or interpreted in a manner that affects our activities, including but not limited to the regulation of personal and consumer information

and real estate licensing requirements.

Violations or new interpretations of these laws or regulations may result in penalties, negatively

impact our operations and damage our reputation and business.

Compliance with laws and regulations of

different jurisdictions imposing different standards and requirements is very burdensome because each region has different regulations

with respect to licensing and other requirements.

Our online marketplaces are accessible by travelers in many states and foreign jurisdictions.

Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs and increased liabilities for compliance

deficiencies.

In addition, laws or regulations that may harm our business could be adopted, or interpreted in a manner that affects our

activities, including but not limited to the regulation of personal and consumer information and real estate licensing requirements.

Violations or new interpretations of these laws or regulations may result in penalties, negatively impact our operations and damage our

reputation and business.

addition, many of the fundamental statutes and regulations that impose taxes or other obligations on travel and lodging companies were

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that could burden travel suppliers or otherwise harm our business.

These and other similar new and newly interpreted regulations

could increase costs for, or otherwise discourage, suppliers from partnering with NextTrip, which could harm its

business and operating results.

These and other similar new and newly interpreted regulations could

increase costs for, or otherwise discourage, suppliers from partnering with us, which could harm our business and operating results.

as we expand or change the products and services that we offer or the methods by which we offer them, we may become subject to additional

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with or challenge these additional regulations, our costs may increase, and our business may otherwise be harmed.

we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our websites, our reputation and business

is important for NextTrip to maintain and enhance its brand identity in order to attract and retain travel suppliers and customers.

The successful promotion of our brands will depend largely on our marketing and public relations efforts.

We expect that

the promotion of our brands will require us to make substantial investments, and, as its market becomes more competitive, these branding

initiatives may become increasingly difficult and expensive.

In addition, we may not be able to successfully build our NextTrip brand

identity without losing value associated with, or decreasing the effectiveness of, our other brand identities.

If we do not successfully

maintain and enhance our brands, we could lose traveler traffic, which could, in turn, cause suppliers to discontinue their distribution with us.

In addition, our brand promotion activities may not be successful or may not yield revenue

sufficient to offset their cost, which could adversely affect our reputation and business.

we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our platforms, our reputation and business

is important for us to maintain and enhance our brand identity in order to attract and retain travel suppliers and customers.

The successful

promotion of our brands will depend largely on our marketing and public relations efforts.

As discussed elsewhere in this Report, our

ability to expand our marketing efforts and capitalize on our existing travel technology platforms has been severely restricted due to

the lack of funding to drive marketing programs, which has negatively impacted our business.

We expect that the promotion of our brands

will require us to make substantial investments, and, as our market becomes more competitive, these branding initiatives may become increasingly

difficult and expensive.

In addition, we may not be able to successfully build our NextTrip brand identity without losing value associated

with, or decreasing the effectiveness of, our other brand identities.

If we do not successfully maintain and enhance our brands, we could

lose traveler traffic, which could, in turn, cause suppliers to discontinue their distribution with us.

In addition, our brand promotion

activities may not be successful or may not yield sufficient revenue to offset their cost, which could adversely affect our reputation

and business.

long-term success depends, in part, on our ability to expand traveler bases outside of the United States and, as a result, our business

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distributors and travelers, and the threats of local competitors;

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;

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;

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

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;

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;

and other content provided by suppliers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable

of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory

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For all of these reasons,

the Company may not be able to compete successfully against its current and future competitors.

we may not be able to compete successfully against our current and future competitors.

we are unable to introduce new or upgraded products, services or features that distributors, travelers or agents recognize as valuable,

we may fail to:

(i) drive additional travelers to our websites, (ii) retain existing distributors, and/or (iii) attract new distributors.

Our efforts to develop new and upgraded services and products could require us to incur significant costs.

order to attract travelers to our distributors, as well as our own online marketplace while retaining, and attracting new suppliers, we will need to continue to invest in the development of new products, services and features that both

add value for travelers and suppliers and differentiate us from our competitors.

The success of new products, services and features depends

on several factors, including the timely completion, introduction and market acceptance of the product, service or feature.

If travelers,

or suppliers do not recognize the value of our new services or features, they may choose not to utilize our products or make their inventory

available through our channels.

drive additional travelers to our websites, retain existing distributors, and/or attract new distributors.

to develop new and upgraded services and products could require us to incur significant costs.

order to attract travelers to our distributors, as well as our own online marketplace, while retaining, and attracting new suppliers,

we will need to continue to invest in the development of new products, services and features that both add value for travelers and suppliers

and differentiate us from our competitors.

The success of new products, services and features depends on several factors, including the

timely completion, introduction and market acceptance of the product, service or feature.

If travelers, or suppliers do not recognize

the value of our new services or features, they may choose not to utilize our products or make their inventory available through our

to develop and deliver these new or upgraded products, services or features involves inherent hazards and difficulties, and is costly.

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addition to developing our own improvements, we may choose to license or otherwise integrate applications, content and data from third

The introduction of these improvements imposes costs on the Company and creates a risk that it may be unable to continue to

The introduction of these improvements imposes costs on the Company and creates a risk that we may be unable to continue to

access these technologies and content on commercially reasonable terms, or at all.

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revenue when translated

We may enter into hedging arrangements in order to manage foreign currency exposure, but such activity may not completely

eliminate fluctuations in our operating results, and there are costs associated with such hedging activities.

We may enter into hedging arrangements in order to manage foreign currency exposure, but such activities may not completely

eliminate fluctuations in our operating results and may be costly.

we fail to protect confidential information against security breaches, or if distributors or travelers are reluctant to use our online

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In addition, third parties that process credit card

transactions between NextTrip and travelers maintain personal information collected from them.

transactions between us and travelers maintain personal information collected from them.

Such information could be stolen or misappropriated,

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us because we collect personal information from users in multiple jurisdictions.

While we intend to comply fully with these laws, failure

While we endeavor to comply fully with these laws, failure

to comply could result in legal liability, cause the Company to suffer adverse publicity and lose business, traffic and revenue.

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recovery practices are less effective against certain types of attacks such as ransomware, which could result in our services being unavailable

for an extended period of time, nullify our data, expose our payment card and personal data, or expose the Company to an extortion attempt.

for an extended period of time, nullify our data, expose our payment card and personal data, or expose us to an extortion attempt.

in the availability and response time of our online services could cause loss of substantial business volumes during the occurrence of

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new services.

an online business, we are dependent on the Internet and maintaining connectivity between itself and consumers, sources of Internet traffic,

such as Google, and our travel service providers and restaurants.

As consumers increasingly turn to mobile and other smart devices, we

also depend on consumers’ access to the Internet through mobile carriers and their systems.

Disruptions in internet access, especially

if widespread or prolonged, could materially adversely affect our business and results of operations.

While we maintain redundant systems

and hosting services, it is possible that we could experience an interruption in our business, and we do not carry business interruption

insurance sufficient to compensate us for all losses that may occur.

We have computer hardware for operating our services located in

hosting facilities around the world.

We do not have a comprehensive disaster recovery plan in every geographic region in which we conduct

business, and these systems and operations are vulnerable to damage or interruption from human error, misconduct, or catastrophic events.

In the event of any disruption of service at such facilities or the failure by such facilities to provide our required data communications

capacity, we may not be able to switch to back-up systems immediately and it could result in lengthy interruptions or delays in our services.

We have taken and continue to take steps to increase the reliability and redundancy of our systems.

an online business, we are dependent on the Internet and maintaining connectivity between us and consumers, sources of Internet traffic,

such as Google, and our travel service providers.

As consumers increasingly turn to mobile and other smart devices, we also depend on

consumers’ access to the Internet through mobile carriers and their systems.

Disruptions in internet access, especially if widespread

or prolonged, could materially adversely affect our business and results of operations.

While we maintain redundant systems and hosting

services, it is possible that we could experience an interruption in our business, and we do not carry business interruption insurance

sufficient to compensate us for all losses that may occur.

We do not have a comprehensive disaster recovery plan in every geographic region in which we conduct business, and

these systems and operations are vulnerable to damage or interruption from human error, misconduct, or catastrophic events.

of any disruption of service at such facilities or the failure by such facilities to provide our required data communications capacity,

we may not be able to switch to back-up systems immediately and it could result in lengthy interruptions or delays in our services.

have taken and continue to take steps to increase the reliability and redundancy of our systems.

These steps are expensive, may reduce

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addition, credit card networks, such as Visa, MasterCard and American Express, have adopted rules and regulations that apply to all merchants

who process and accept credit cards and include the Payment Card Industry Data Security Standards, or the PCI DSS.

Under these rules,

we are required to adopt and implement internal controls over the use, storage and security of card data.

We assess our compliance with

the PCI DSS rules on a periodic basis and makes necessary improvements to our internal controls.

Failure to comply may subject us to

fines, penalties, damages and civil liability and could prevent us from processing or accepting credit cards.

However, we cannot guarantee

that compliance with these rules will prevent illegal or improper use of our payment systems or the theft, loss or misuse of the credit

who process and accept credit cards and include the Payment Card Industry Data Security Standards (the “PCI DSS”).

these rules, we are required to adopt and implement internal controls over the use, storage and security of card data.

We assess our

compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls.

Failure to comply may

subject us to fines, penalties, damages and civil liability and could prevent us from processing or accepting credit cards.

we cannot guarantee that compliance with these rules will prevent illegal or improper use of our payment systems or the theft, loss or

misuse of the credit card data.

loss of, or the significant modification of, the terms under which we obtain credit card acceptance privileges could have a material

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intellectual property includes the content of our websites, registered domain names, as well as registered and unregistered trademarks,

we believe that our intellectual property is an essential asset of our business and that our domain names and our technology infrastructure

currently give us a competitive advantage in the online market for travel.

If we do not adequately protect our intellectual property,

our brand, reputation and perceived content value could be harmed, resulting in an impaired ability to compete effectively.

protect our intellectual property, we rely on a combination of copyright, trademark, patent and trade secret laws, contractual provisions

know-how and trade secrets.

We believe that our intellectual property is an essential asset of our business and that our domain names

and our technology infrastructure currently give us a competitive advantage in the online market for travel.

If we do not adequately

protect our intellectual property, our brand, reputation and perceived content value could be harmed, resulting in an impaired ability

to compete effectively.

protect our intellectual property, we rely on a combination of copyright, trademark and trade secret laws, contractual provisions

and our user policy and restrictions on disclosure.

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us to pay significant damages and limit our ability to operate.

in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with

grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based

in the Internet and technology industries, and other trademark holders seeking to profit from royalties in connection with

grants of licenses, own large numbers of copyrights, trademarks and trade secrets and frequently enter into litigation based

on allegations of infringement or other violations of intellectual property rights.

There may be intellectual property rights held by

others, including issued or pending patents and trademarks, that cover significant aspects of our technologies, content, branding or

others, including issued or pending trademarks, that cover significant aspects of our technologies, content, branding or

business methods.

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acquired businesses, our operating results and prospects could be harmed.

future mergers and acquisitions, if any, will involve numerous risks, including the following:

in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and

acquisition activity involves numerous risks, including the following:

in integrating and managing the combined operations, technologies, technology platforms and products of the acquired businesses and

realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and

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the achievement of our business objectives.

In addition, our delivery of services will be labor-intensive:

when we are awarded a contract,

we may need to quickly hire project leaders and project management personnel.

The additional staff may also create a concurrent demand

for increased administrative personnel.

The success of our business will require that we attract, develop, motivate and retain:

and innovative executive officers;

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

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

The success of our business will require that we attract, develop, motivate and retain experienced

and innovative executive officers and information technology professionals who have designed or implemented complex information technology

experienced and technically proficient individuals are in great demand and are likely to remain a limited resource.

We may be unable

to continue to attract and retain desirable executive officers, senior managers, and technology professionals.

Our inability to hire

sufficient personnel on a timely basis or the loss of significant numbers of executive officers and senior managers could adversely affect

our business.

to continue to attract and retain desirable executive officers and technology professionals.

Our inability to hire sufficient personnel

on a timely basis or the loss of significant numbers of executive officers and senior managers could adversely affect our business.

Bylaws contain provisions for indemnifying our officers and directors.

bylaws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses actually

and reasonably incurred by an officer or director paid to settle an action or satisfy a judgment in a civil, criminal or administrative

action or proceeding to which he or she is made a party by reason of being or having been one of our directors or officers.

To the extent

that our directors’ and officers’ insurance policy does not provide reimbursement for such costs, charges, expenses and other

amounts, we may incur substantial expenses in satisfying our indemnification obligations.

amended and restated bylaws (“Bylaws”) contain provisions with respect to the indemnification of our officers and directors

against all costs, charges and expenses actually and reasonably incurred by an officer or director paid to settle an action or satisfy

a judgment in a civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having

been one of our directors or officers.

To the extent that our directors’ and officers’ insurance policy does not provide

reimbursement for such costs, charges, expenses and other amounts, we may incur substantial expenses in satisfying our indemnification

operating costs could be significantly higher than we expect, and this could reduce our future profitability.

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conditions in our industry;

in laws and regulations applicable to our business;

economic conditions in the United States and abroad.

addition, the stock market, in general, may experience broad market fluctuations, which may adversely affect the market price or liquidity

of our securities.

addition, the stock market, in general, has recently experienced, and may continue to experience, broad market fluctuations, which may

adversely affect the market price or liquidity of our securities.

could be subject to securities class action litigation.

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We also could be subject to damages claims if we are found to be at fault in connection

with a decline in our market price of our securities.

with a decline in the market price of our securities.

Historically,

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as consideration.

is no assurance that we will satisfy the continued listing requirements of The Nasdaq Capital Market.

August 17, 2023, the Company received a letter from Nasdaq notifying the Company that it no longer complied with Nasdaq Listing Rule

5550(b)(1), which requires companies listed on the Nasdaq Capital Market to maintain minimum stockholders’ equity of $2,500,000

(the “Minimum Stockholder Equity Requirement”), and did not meet the alternatives of market value of listed securities or

net income from continuing operations.

On October 2, 2023, the Company submitted its plan to regain compliance to Nasdaq and requested

an extension to February 13, 2024 to regain compliance with the Minimum Stockholder Equity Requirement.

On October 23, 2023, Nasdaq granted

the requested extension and provided the Company until February 13, 2024 to demonstrate compliance.

Nasdaq further informed the Company

that if the Company fails to show compliance upon filing its next periodic report with the SEC and Nasdaq, the Company may be subject

to delisting.

submitting its plan to Nasdaq, the Company has completed the following transactions, which the Company believes has resulted in the Company

regaining compliance with the Minimum Stockholder Equity Requirement:

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.

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.

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.

unaudited condensed combined pro-forma balance sheet of the Company as of September 30, 2023, which presents the combination of the financial

information of the Company and NextTrip adjusted to give effect to completion of the Acquisition and the Asset Sale, is filed as Exhibit

99.3 of a Current Report on Form 8-K filed by the Company with the SEC on January 10, 2024, and reflects total stockholders’ equity

of approximately $5.4 million.

February 12, 2024, the Company filed a Current Report on Form 8-K with the SEC disclosing that the Company believes it had regained compliance

with the Minimum Stockholder Equity Requirement based upon the specific transactions and events referenced above.

Nasdaq will continue

to monitor the Company’s ongoing compliance with Minimum Stockholder Equity Requirement and, if at the time of its next periodic

report the Company does not show compliance, the Company may be subject to delisting.

On June 17, 2024, the Company received a notification

letter (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)

advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1)

(the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended February 29,

2024 (the “Form 10-K”).

On July 17, 2024, the Company received an additional

notification letter (the “Additional Notice,” and together with the Initial Notice, the “Notices”) from Nasdaq

stating that, because the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended May 31, 2024 (the “Form

10-Q”), and because the Company remains delinquent in filing the Form 10-K, the Company remains noncompliant with the Rule.

Neither of the Notices have an immediate effect on

the listing of the Company’s common stock on the Nasdaq Capital Market, and, therefore, the Company’s listing remains fully

The Notices require the Company to either file the

delinquent Form 10-K and Form 10-Q with the Commission or submit a plan to regain compliance with the Rule by August 16, 2024.

accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the Form 10-K’s due date, or

until December 10, 2024, to regain compliance.

If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity

to appeal that decision to a Nasdaq Hearings Panel under Nasdaq Listing Rule 5815.

On August 16, 2024, the Company submitted a plan to Nasdaq regain compliance with the Rule, including the steps the

Company will take to promptly file the Form 10-Q and regain compliance.

The Company has requested an extension until September 30, 2024.

There can be no assurance that the Company will regain compliance with the Rule, secure an exception until September 30, 2024 to regain

compliance, or maintain compliance with other Nasdaq listing requirements.

we fail to satisfy a Nasdaq requirement for continued listing, Nasdaq could provide notice that our common stock will become subject

to delisting.

In such event, Nasdaq rules would permit us to appeal the decision to reject our proposed compliance plan or any delisting

determination to a Nasdaq Hearings Panel.

If our securities are de-listed from The Nasdaq Capital Market, our stockholders could incur

material adverse consequences such as reduced liquidity for their securities and reduced market prices for their securities.

such de-listing, we could encounter increased difficulty in issuing additional securities at an attractive price, or at all, in order

to fund our operations.

See also “ Nasdaq Compliance ” on page 6.

may experience additional dilution as a result of future equity offerings.

order to raise additional capital, we may sell additional shares of our common stock or other securities convertible into or exchangeable

we are unable to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which

could affect our common stock’s market price and liquidity and reduce our ability to raise capital.

common stock is listed on the Nasdaq Capital Market (“Nasdaq”), a national securities exchange, which imposes continued listing

requirements with respect to issuers whose securities are listed on Nasdaq.

If we fail to satisfy the continued listing standards, such

as, for example, Nasdaq’s minimum bid price requirement or stockholders equity requirements, Nasdaq may issue a non-compliance

letter or initiate delisting proceedings.

Company received multiple notifications from Nasdaq staff (the “Staff”) in the year ended February 28, 2025 regarding non-compliance

with continued listing requirements, including as a result of our stockholders’ equity falling below the $2,500,000 minimum requirement,

the untimely filing of our Annual Report on Form 10-K for the fiscal year ended February 24, 2024 and our Quarterly Report on Form 10-Q

for the first quarter ended May 31, 2024 and our failure to hold our annual meeting of stockholders within twelve months from the end

of our fiscal year ended February 29, 2024.

Although we believe that we have regained compliance with all applicable continued listing

requirements, there can be no assurance that we will continue to maintain such compliance.

If we are unable to maintain compliance with

the continued listing requirements of Nasdaq, our common stock could be delisted, making it could be more difficult to buy or sell our

securities and to obtain accurate quotations, and the price of our securities could suffer a material decline.

Delisting could also impair

our ability to raise capital.

may experience significant dilution as a result of future equity offerings or the conversion of outstanding shares of our convertible

preferred stock.

order to raise additional capital, we may sell additional shares of our common stock, including pursuant to the Securities Purchase Agreement

we entered into with Alumni Capital LP (“Alumni”) on September 19, 2024, or other securities convertible into or exchangeable

for our common stock.

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into common stock, in future transactions may be lower than the price per share that you paid for our common stock.

have broad discretion in the use of the net proceeds of our securities offerings and may not use them effectively.

intend to use our cash for the development of our products and services, and to pursue a possible strategic investment or other transaction.

Our management has broad discretion in the use of cash and will have the right to use our cash in ways that differ substantially from

our current plans.

Management may spend our cash in ways that do not improve our results of operations or enhance the value of our securities.

The failure by management to apply funds effectively could result in financial losses that could have a material and adverse effect on

our business and cause the market price of our securities to decline.

Additionally,

as of May 28, 2025, there were 3,388,875 shares of our preferred stock are outstanding, consisting of 316 shares of Series E Preferred

Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788 shares of Series J Preferred Stock,

60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278 shares of Series M Preferred Stock,

500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750 shares of Series P Preferred Stock.

A significant number of such shares of preferred stock will automatically convert into shares of our common stock at such time, if ever,

we received stockholder approval of such conversions in accordance with applicable Nasdaq rules.

Conversion of such shares of preferred

stock into shares of our common stock by the holders thereof will result in significant dilution to holders of shares of our common stock.

outstanding warrants may result in further dilution to our stockholders .

of our outstanding warrants to purchase a total of up to approximately 486,165 shares of our common stock contain so-called full-ratchet

As of May 28, 2025, there were warrants to purchase an aggregate of 3,122,772

shares of our common stock outstanding.

Of such outstanding warrants, warrants to purchase an aggregate of 237,429 shares of our common stock contain so-called full-ratchet

anti-dilution adjustments in the event we sell or issue shares of common stock or common stock equivalents at an effective price less

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price per share of the warrants is reduced.

The anti-dilution adjustments of our outstanding warrants would be triggered by future issuances

The anti-dilution adjustments of the foregoing outstanding warrants would be triggered by future issuances

of shares of our common stock at a price per share below the then-exercise price of such warrants, which adjustments would have a further

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of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

of February 29, 2024, we had 936,430 outstanding shares of common stock.

Future sales of a large number of our shares or shares issuable

upon exercise of our outstanding warrants and stock options, or the perception that a large number of shares may be sold, could have

a material adverse effect on the trading price of our common stock.

will incur significant costs to ensure compliance with U.S.

and Nasdaq reporting and corporate governance requirements.

incur significant costs associated with compliance with our SEC public company reporting requirements and with applicable U.S.

corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002.

These rules and regulations may also

make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept

reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be

difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers.

of May 28, 2025, we had 7,653,525 outstanding shares of common stock.

Future sales of a large number of our shares, or the issuance of

shares issuable upon exercise of our outstanding warrants and stock options or conversion of outstanding shares of our convertible preferred

stock, or the perception that a large number of shares may be sold, could have a material adverse effect on the trading price of our

common stock.

we fail to maintain effective internal control over financial reporting, the market price of our securities may be adversely affected.

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impact on the price of our securities.

in our articles of incorporation and bylaws could discourage a takeover that stockholders may consider favorable and may lead to entrenchment

of management.

articles of incorporation and bylaws contain provisions that could delay or prevent changes in control or changes in our management without

the consent of our Board of Directors.

in our Charter and Bylaws could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.

amended and restated articles of incorporation (“our Charter”) and Bylaws contain provisions that could delay or prevent

changes in control or changes in our management without the consent of our Board of Directors.

These provisions include the following:

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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;

or repeal our Bylaws or repeal the provisions of our Charter and Bylaws regarding the election and removal of directors;

prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting

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to merge with or sell our assets to a third party.

As of August 31, 2024, 63,494 shares of our preferred stock are outstanding, consisting

of 316 shares of Series E Preferred Stock, 33,000 shares of Series H Preferred Stock and 30,178 shares of Series I Preferred Stock.

a result, there is a possible negative effect on the market price of our common shares resulting from the public sale or perceived sale

of common shares issuable upon conversion or exercise of these securities.

As of May 28, 2025, 3,388,875 shares of our preferred stock are outstanding, consisting

of 316 shares of Series E Preferred Stock, 33,000 shares of Series H Preferred Stock, 500,442 shares of Series I Preferred Stock, 297,788

shares of Series J Preferred Stock, 60,595 shares of Series K Preferred Stock, 1,076,156 shares of Series L Preferred Stock, 133,278

shares of Series M Preferred Stock, 500,000 shares of Series N Preferred Stock, 443,549 shares of Series O Preferred Stock, and 343,750

shares of Series P Preferred Stock.

As a result, there is a possible negative effect on the market price of our common shares resulting

from the public sale or perceived sale of common shares issuable upon conversion or exercise of these securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors