false
0001657214
0001657214
2025-03-11
2025-03-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
10th 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
