International Land Alliance secures $3.57M note, 5.34M-share warrant

International Land Alliance, Inc. (ILAL) entered into a financing transaction with Mast Hill Fund L.P. on November 17, 2025.

Rhea-AI Filing Summary

International Land Alliance, Inc. (ILAL) entered into a financing transaction with Mast Hill Fund L.P. on November 17, 2025. The company issued a promissory note to Mast Hill with a first tranche principal amount of $3,573,333.33, providing $3,216,000.00 in net cash proceeds to the company after an original issue discount.

As part of this tranche, ILAL granted Mast Hill a warrant to purchase 5,337,316 shares of common stock at an initial exercise price of $0.001 per share. Future tranches, if funded, will also include warrants equal to 20% of each tranche’s principal amount divided by the lowest traded share price over the 10 trading days before funding. The securities were issued in a private placement to accredited investors under Section 4(a)(2) and Rule 506 of Regulation D.

Positive

• None.

Negative

• New leveraged financing with original issue discount: ILAL incurs a promissory note with a first tranche principal of $3,573,333.33 for $3,216,000.00 in net proceeds, increasing debt obligations relative to cash received.
• Potential dilution from large, low‑priced warrant: The accompanying warrant allows purchase of 5,337,316 common shares at an exercise price of $0.001 per share, creating meaningful potential equity issuance.

Insights

Capital structure and credit analyst

ILAL raises cash via discounted note and low‑priced equity warrant.

International Land Alliance has obtained funding from Mast Hill Fund L.P. through a promissory note, closing a first tranche with a principal amount of $3,573,333.33 and net proceeds of $3,216,000.00. The gap between principal and proceeds reflects an original issue discount, meaning ILAL takes on more debt than cash received.

Alongside the debt, ILAL issued Mast Hill a warrant to buy 5,337,316 shares of common stock at an exercise price of $0.001 per share. The structure for future tranches ties additional warrant size to 20% of each tranche’s principal divided by the lowest traded share price over the 10 trading days before funding, which can increase warrant quantities when the stock price is lower.

The transaction adds leverage to ILAL’s balance sheet and introduces potential future equity issuance tied to the warrants. Actual impact on existing shareholders will depend on any additional tranches and whether Mast Hill exercises the warrants under these terms.

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 transaction did International Land Alliance (ILAL) announce in this 8-K?

ILAL entered into a transaction with Mast Hill Fund L.P. involving a promissory note and related warrants, providing new funding through a first tranche of the note.

How much cash did ILAL receive from the Mast Hill note financing?

From the first tranche of the Mast Hill note, ILAL received $3,216,000.00 in net proceeds on a principal amount of $3,573,333.33, reflecting an original issue discount.

What are the key terms of the warrant issued to Mast Hill by ILAL?

ILAL issued Mast Hill a warrant to purchase 5,337,316 shares of common stock with an initial exercise price of $0.001 per share in connection with the first tranche.

How will future tranches under the Mast Hill note affect ILAL’s equity?

For each future tranche, ILAL will issue a warrant for shares equal to 20% of that tranche’s principal divided by the lowest traded share price over the 10 trading days before funding, potentially adding more warrants over time.

Were the securities issued in a registered public offering?

No. The securities were offered and sold in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D to accredited investors.

What exhibits related to the Mast Hill transaction did ILAL file?

ILAL filed exhibits including the Securities Purchase Agreement (10.1), the Mast Hill Promissory Note (10.2), and the Common Stock Purchase Warrant (10.3), along with related maintenance agreements.

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

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Accepted by SEC EDGAR 11/21/2025 - 11:17 AM 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): 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 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 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