Convertible debt financing at International Land Alliance (OTCQB: ILAL)

Rhea-AI Filing Summary

International Land Alliance, Inc. entered into a financing arrangement with Quick Capital LLC through three convertible promissory notes with principal amounts of $250,000, $155,555.56 and $31,111.11, for an aggregate of $436,666.67. The company received $347,100 in gross proceeds after original issue discounts of 10%–20% and lender legal fees of $2,500–$5,000.

The notes mature nine months from issuance and carry a guaranteed 12% annual interest rate, rising to up to 24% upon default, subject to legal limits. After 180 days from issuance, or upon an event of default, the holder may convert the notes (including accrued interest) into common stock at $0.11 per share, or on default at the lower of $0.11 or 65% of the lowest trading price over the 20 days before conversion. The securities were sold in a private placement to accredited investors under Section 4(a)(2) and Rule 506 of Regulation D.

Insights

Capital structure and credit analyst

International Land Alliance adds short-term convertible debt with equity-linked features.

International Land Alliance raised cash by issuing three convertible promissory notes to Quick Capital LLC totaling principal of $436,666.67, receiving $347,100 in proceeds after discounts and fees. The notes mature nine months from their respective issuance dates and carry a guaranteed interest rate of 12% annually, which is relatively high for standard corporate borrowing and reflects their risk profile and short tenor.

The notes are convertible into common stock at the investor’s option after 180 days, at a base conversion price of $0.11 per share. If a default occurs, the conversion price becomes the lower of $0.11 or 65% of the lowest trading price during the 20 days before conversion, which can significantly increase the number of shares issued if the stock trades lower. This structure means the actual balance between cash repayment and equity settlement will depend on future share prices and whether any default events arise.

The securities were issued in an unregistered private placement relying on Section 4(a)(2) and Rule 506 of Regulation D to accredited investors, so they were not registered with the SEC. Subsequent company filings may provide updates on any conversions, repayments at maturity, or amendments to these notes, which will clarify how this financing ultimately affects leverage and the share count.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

Date of Report (date of earliest event reported): March 13, 2025

International Land Alliance, Inc.

(Exact name of registrant as specified in its charter)

Wyoming		000-56111		46-3752361
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

350 10^th Avenue, Suite 1000

San Diego, CA 92101

(Address of Principal Executive Offices) (Zip Code)

(877) 661-4811

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock		ILAL		OTC:QB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2025, July 16, 2025 and August 18, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”), issued to Quick Capital LLC, a Wyoming limited liability company, convertible promissory notes for the principal amounts of a $250,000, $155,555.56 and $31,111.11, respectively, for an aggregate principal amount of $436,666.67 (each a “Note” and collectively the “Notes”). Each Note was issued pursuant to a Note Purchase Agreement dated therewith. The Company received an aggregate of $347,100 gross proceeds from the sale of the Notes, after deductions for original issue discounts from 10% to 20%, and lender legal fees from $2,500 to $5,000.

The principal amount of the Notes (together with accrued interest) mature nine (9) months from issuance. The Notes bear a guaranteed interest at a rate of 12%. Upon an event of a default under a Note (as more fully described in the Notes), the Note shall accrue interest at annual rate of the lesser of 24% or maximum rate allowed by law.

The Notes are convertible at the holder’s option at any time after 180 days from issuance or upon event of default, into shares of the Company’s Common Stock at a conversion price equal to $0.11 per share, or in the case of event of default, at a price equal to the lower of $0.11 or 65% of the lowest trading price for the proceeding 20 days prior to conversion.

The foregoing description of the Notes is a summary and is qualified in its entirety by reference to the documents attached hereto, which documents are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

All of the securities described in this Current Report on Form 8-K were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to “accredited investors” (as defined by Rule 501 under the Securities Act).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
10.1		Convertible Promissory Note dated March 13, 2025
10.2		Convertible Promissory Note dated July 16, 2025
10.3		Convertible Promissory Note dated August 18, 2025
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERNATIONAL LAND ALLIANCE, INC.
	By:	/s/ Frank Ingrande
		Frank Ingrande
		Chief Executive Officer

Date: October 9, 2025

FAQ

What financing transaction did International Land Alliance (ILAL) disclose in this 8-K?

International Land Alliance disclosed that it issued three convertible promissory notes to Quick Capital LLC on March 13, 2025, July 16, 2025 and August 18, 2025, with principal amounts of $250,000, $155,555.56 and $31,111.11, for a total principal of $436,666.67.

How much cash did International Land Alliance (ILAL) receive from the convertible notes?

The company received aggregate gross proceeds of $347,100 from the sale of the notes, after original issue discounts of 10%–20% and lender legal fees ranging from $2,500 to $5,000 per note.

What are the interest rate and maturity terms of ILAL’s convertible notes?

The notes carry a guaranteed annual interest rate of 12% and mature nine months from their respective issuance dates. Upon an event of default, the interest rate increases to the lesser of 24% per year or the maximum rate allowed by law.

At what price can the ILAL notes convert into common stock?

After 180 days from issuance, or upon an event of default, the holder may convert the notes and accrued interest into common stock at a conversion price of $0.11 per share. In a default, the price becomes the lower of $0.11 or 65% of the lowest trading price during the 20 days before conversion.

When can Quick Capital LLC start converting ILAL’s notes into equity?

Quick Capital LLC can elect to convert each note into shares of International Land Alliance common stock at its option any time after 180 days from the note’s issuance date, or earlier if there is an event of default as defined in the notes.

Were the securities issued by International Land Alliance registered with the SEC?

No. The notes and related securities were offered and sold in an unregistered private placement, relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and were sold only to accredited investors.