International Land Alliance issues $110K note

International Land Alliance, Inc. entered into a financing transaction by issuing a $110,000 principal amount convertible promissory note to Vista Capital Investments, LLC, receiving $100,000 in gross proceeds.

Rhea-AI Filing Summary

International Land Alliance, Inc. entered into a financing transaction by issuing a $110,000 principal amount convertible promissory note to Vista Capital Investments, LLC, receiving $100,000 in gross proceeds. The note carries a 12% annual interest rate, includes a $10,000 original issue discount, and matures on March 11, 2026.

The note is convertible at the holder’s option into common stock at a conversion price of $0.35 per share, subject to a 4.99% beneficial ownership cap to limit how much of the company’s stock the holder can own after conversion. In the event of default, the balance increases to 125% of the outstanding amount and a $500 daily penalty accrues, alongside standard default triggers such as missed payments, late share issuance on conversion, failure to maintain public reporting, or insolvency. The securities were issued in a private placement to accredited investors under Section 4(a)(2) and Rule 506 of Regulation D.

Insights

Capital structure and credit analyst

Company raises $100K via a high-cost, convertible note with tight default terms.

International Land Alliance, Inc. has added a new layer of financing by issuing a $110,000 principal convertible note with a $10,000 original issue discount, yielding $100,000 in proceeds. The note bears 12% annual interest and matures on March 11, 2026, which points to relatively expensive, short-term capital.

The conversion feature allows Vista Capital Investments to convert at $0.35 per share, but a 4.99% beneficial ownership limitation restricts how much equity can be held after conversion. This caps the immediate voting and ownership impact from any single conversion decision.

Default provisions are strict: on an event of default, the amount due steps up to 125% of the outstanding balance and a $500 daily penalty applies, with triggers including missed payments, late share issuance on conversion, loss of timely reporting status, and insolvency. Future disclosures in company filings can clarify how often the holder elects to convert versus remain in debt and whether any defaults occur before the 2026 maturity.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did International Land Alliance (ILAL) enter into on March 11, 2025?

International Land Alliance issued a $110,000 principal amount convertible promissory note to Vista Capital Investments, LLC, receiving $100,000 in gross proceeds.

What are the key terms of International Land Alliance's new convertible note?

The note has $110,000 principal, a $10,000 original issue discount, bears 12% interest per year, and matures on March 11, 2026.

At what price can the new note convert into International Land Alliance (ILAL) common stock?

The note is convertible at the holder’s option into ILAL common stock at a conversion price of $0.35 per share, subject to a 4.99% beneficial ownership cap.

What happens if International Land Alliance defaults on the new note?

On default, the amount owing increases to 125% of the outstanding balance and a $500 daily penalty accrues, with events of default including missed payments, late share issuance, loss of reporting status, and insolvency.

Under what securities law exemptions was the International Land Alliance note issued?

The securities were offered and sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D to accredited investors.

Who purchased the convertible note from International Land Alliance (ILAL)?

The convertible promissory note was issued to Vista Capital Investments, LLC, a California limited liability company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/26/2025 - 04:30 PM Learn about SEC filing dates

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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 11, 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 11, 2025 International Land Alliance, Inc., a Wyoming corporation (the “Company”), issued to Vista Capital Investments, LLC, a California limited liability company, a $110,000 principal amount convertible promissory note (“Note”). The Company received $100,000 of gross proceeds from the sale of the Note.

The principal amount of the Note (together with accrued interest) matures on March 11, 2026. The Note has an original issue discount of $10,000 and bears interest at a rate of 12% per annum. Upon an event of a default under the Note, the amount owing shall increase to 125% of the outstanding balance and a daily penalty of $500 shall accrue. The Note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note, (ii) failure to timely issue shares upon conversion of the Note, (iii) failure to maintain its periodic filing requirements as a public company, and (iv) bankruptcy or insolvency of the Company.

The Note is convertible, at the holder’s option at any time, into shares of the Company’s Common Stock at a conversion price equal to $0.35 per share. However, the holder of the Note will not have the right to convert any portion of the Note if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its conversion.

The foregoing description of the Note is a summary and is qualified in its entirety by reference to the document attached hereto as Exhibit 10.1, which document is 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
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: September 26, 2025