Convertible Note Payable-Related Party

12 Months Ended

Feb. 29, 2024

Convertible Note Payable-Related Party [Abstract]

CONVERTIBLE NOTE PAYABLE-RELATED PARTY

NOTE 7 – CONVERTIBLE NOTE PAYABLE-RELATED PARTY

Convertible note payable – related party consisted of the following:

	February 29, 2024		February 28, 2023
(amounts in thousands)
Convertible note payable -past due	$	3,020	$	3,000
Non-current		-		-
Current	$	3,020	$	3,000

On January 24, 2017, the Company entered into a debt refinancing agreement with a former director and current shareholder of the Company. As part of the agreement, the Company issued a $3,000 convertible note. The convertible note is unsecured, bears interest at 5% per annum, was due February 2, 2023, and is convertible into shares of common stock at a conversion price of $1.40 per share, as adjusted. As of February 28, 2023, the outstanding balance of the convertible note payable amounted to $3 million.

 During the year ended February 29, 2024, the Company issued convertible note payable of $20 in exchange for cash. The note is unsecured, bear interest at 10% per annum and are convertible to shares of common stock at a conversion price of $0.20 per share and matured in March 2024. As part of the offering, the Company also granted the note holder warrants to purchase 10,000 shares of common stock. The warrants are exercisable at $0.50 per share, will expire in 1.5 years from grant date and with de minimis fair value using the BlackScholes Option Pricing Model.

As of February 29, 2024, the convertible note of $3,020, of which, $3,000 is past due. As of the date of this report, the entire convertible notes payable of $3,020 are past due and the Company is in negotiations with the noteholders to convert or settle these convertible notes payable.