Stockholders’ Equity | NOTE 8 - Stockholders’ Equity Common Stock On March 8, 2024, at a special meeting of stockholders, the Company received approval to increase its authorized shares of common stock from 1,200,000 250,000,000 In the first quarter of 2024, the Company issued 100,000 shares of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock, 117,000 shares of common stock upon conversion of 117,000 shares of Series H Convertible Preferred Stock, and 192,502 shares of common stock upon conversion of 192,502 shares of Series I Convertible Preferred Stock. Preferred Stock Under our articles of incorporation, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. The Company is authorized to issue 10,000,000 0.001 63,494 472,996 Series E Convertible Preferred Stock Under the Certificate of Designations for the Series E Preferred Stock, the Series E Preferred Shares have an initial stated value of $ 1,500 9 0.13 At May 31, 2024, 316 3,207 Series F Convertible Preferred Stock On January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Series F Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 5,843,993 0.001 The terms and conditions set forth in the Series F Certificate of Designation are summarized below: Ranking . Dividends . Voting Conversion Liquidation At May 31, 2024, no Series G Convertible Preferred Stock On January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 0.001 The terms and conditions set forth in the Series G Certificate of Designation are summarized below: Ranking. Dividends. Voting Conversion Liquidation Redemption Right The Company shall have the right to redeem up to 50% of the Series G Preferred Stock for an aggregate price of $1.00 in accordance with the terms of the Perpetual License Agreement At May 31, 2024, no Series H Convertible Preferred Stock On January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 0.001 The terms and conditions set forth in the Series H Certificate of Designation are summarized below: Ranking. Dividends. Voting Conversion Liquidation At May 31, 2024, 33,000 33,000 Series I Convertible Preferred Stock On February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Series I Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 331,124 0.001 The terms and conditions set forth in the Series I Certificate of Designation are summarized below: Ranking. Dividends. Voting Conversion Liquidation At May 31, 2024, 30,178 30,178 Stock Options On December 28, 2023, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of the NextTrip 2023 Equity Incentive Plan (the “2023 Plan”). 7,000,000 The Company’s 2013 Equity Incentive Plan expired on March 15, 2023. As such, there were no There were no The Company generally grants stock options to employees and directors at exercise prices equal to the fair market value of the Company’s common stock on the grant date, but not less than 100% of the fair market value. Stock options are typically granted throughout the year and generally vest over a period from one to three years of service and expire five years from the grant date, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the vesting period for each stock option award. Total stock-based compensation expense included in the statements of operations for the three months ended May 31, 2024 and 2023 was $ 16,394 0 Option activity for the three months ended May 31, 2024 and the year ended February 29, 2024 was as follows: Schedule of Stock Option Activity Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) Options outstanding at February 28, 2023 - - - - Options assumed pursuant to reverse acquisition 86,642 61.43 2.68 - Granted - - - - Exercised - - - - Forfeited or cancelled (1,342 ) 120.87 - - Options outstanding at February 29, 2024 85,300 60.50 2.52 - Granted - - - - Exercised - - - - Forfeited or cancelled (5,740 ) 67.69 - - Options outstanding May 31, 2024 79,560 59.84 2.27 - Options expected to vest in the future as of May 31, 2024 2,572 33.82 3.3 - Options exercisable at May 31, 2024 76,988 60.71 2.23 - Options vested, exercisable, and options expected to vest at May 31, 2024 79,560 59.84 2.27 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At May 31, 2024, no option had an exercise price below the $ 2.37 At May 31, 2024, there was $ 29,980 0.77 Stock Appreciation Rights The purposes of the 2020 Stock Appreciation Rights Plan (the “SAR Plan”) are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the stockholders of the Company; and (iii) promote the success of the Company’s business. The SAR Plan provides for incentive awards only in the form of stock appreciation rights payable in cash (“SARs”) and no shares of common stock are reserved or will be issued pursuant to the SAR Plan. SARs may be granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (“Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share will not be less than 100% of the fair market value of a share of common stock on the date of grant of the SAR. The administrator of the SAR Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant. The Company did not grant any SAR’s during the three months ended May 31, 2024 or May 31, 2023. The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the vesting period for each SAR award. The SARs are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation,” and any changes in fair value are reflected in the Statement of Operations as of the applicable reporting date. SARs activity for the three months ended May 31, 2024 and the year ended February 29, 2024 was as follows: Schedule of Stock Option Activity Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) SARs outstanding at February 28, 2023 - - - - SARs assumed pursuant to reverse acquisition 40,390 44.77 2.99 - Exercised - - - - Forfeited or cancelled - - - - SARs outstanding at February 29, 2024 40,390 44.77 2.99 - Granted - - - - Exercised - - - - Forfeited or cancelled (167 ) 37.40 - - SARs outstanding May 31, 2024 40,223 44.80 2.73 - SARs expected to vest in the future as of May 31, 2024 6,670 34.77 2.98 - SARs exercisable at May 31, 2024 33,553 46.79 2.69 - SARs vested, exercisable, and SARs expected to vest at May 31, 2024 40,223 44.80 2.73 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At May 31, 2024, no SAR had an exercise price below the $ 2.37 At May 31, 2024, there was $ 1,122 0.85 Warrants Warrant activity for the three months ended May 31, 2024 and the year ended February 29, 2024 was as follows: Schedule of Warranty Activity Warrants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Warrants outstanding at February 28, 2023 - - - Warrants assumed pursuant to reverse acquisition 217,593 21,01 1.86 Granted 268,572 3.02 2.17 Exercised - - - Forfeited or cancelled - - - Warrants outstanding at February 29, 2024 486,165 9.94 1.96 Granted - - - Exercised - - - Forfeited or cancelled (2,102 ) 322.00 - Warrants outstanding at May 31, 2024 484,063 8.58 1.71 |