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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): November 17, 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
November 17, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”) entered into a transaction with
Mast Hill Fund L.P. (“Mast Hill”) with the following agreements:
| |
a. |
Securities
Purchase Agreement (attached hereto as Exhibit 10.1), pursuant to which the Company issued to Mast Hill a Convertible Promissory
Note in the aggregate principal amount up to $50,000,000 (“Mast Hill Note” attached hereto Exhibit 10.2). The Mast Hill
Note (1) is issuable in funding tranches, (2) has an original discount of 10%, (3) accrues annual interest at 12%, (4) has a maturity
date 12 months from each tranche issuance, and (5) is convertible at any time by Mast Hill into shares of Company common stock at
a conversion price equal to 85% of the lowest volume weighted average price during 5 trading days immediately preceding the respective
conversion date. |
With
each tranche, the Company shall issue Mast Hill a Warrant to purchase shares of Company common stock equal to 20% of the principal amount
of such tranche divided by the lowest traded price of the common stock during the 10 trading days immediately preceding the funding date.
Each of the Warrants shall initially be exercisable at an exercise price equal to $0.001 per share.
On
November 17, 2025, the Company and Mast Hill consummated the first tranche under the Mast Hill Note for a principal amount of $3,573,333.33
with net proceeds to the Company of $3,216,000.00 (after original issue discount) and the issuance of a warrant to Mast Hill to purchase
5,337,316 shares of Company common stock (attached hereto as Exhibit 10.3).
| |
b. |
Maintenance Agreement (attached as Exhibit 10.4) pursuant
to which Company shall provide certain property maintenance services to a facility (the “Facility”) affiliated with Mast Hill
for monthly service fees until June 22, 2044 in the amount equal to: gross rental income from the Facility from the immediately preceding
calendar month, minus customary fees, expenses, and maintenance reserves. As consideration for such Maintenance Agreement, the Company
issued to Mast Hill a convertible promissory note on November 17, 2025, in the principal amount of $5,209,000 (attached hereto as Exhibit
10.5). Such note (1) accrues annual interest at 12%, (2) has a maturity date 12 months from issuance, and (3) is convertible at any time
by Mast Hill into shares of Company common stock at a conversion price equal to 85% of the lowest volume weighted average price during
the 5 trading days immediately preceding the respective conversion date. |
The
foregoing description 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
|
|
Securities Purchase Agreement |
| 10.2 |
|
Mast Hill Promissory Note |
| 10.3
|
|
Common Stock Purchase Warrant |
| 10.4* |
|
Maintenance Agreement |
| 10.5 |
|
Maintenance Agreement Promissory Note |
104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document) |
*
certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted schedules upon request by the SEC. A list of omitted schedules in included in Exhibit 10.4.
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:
November 21, 2025
