[8-K] International Land Alliance Inc. Reports Material Event

Rhea-AI Filing Summary

International Land Alliance, Inc. reported that it has amended its Articles of Incorporation to change the terms of its preferred stock. The company increased the authorized shares of its Series A Convertible Preferred Stock to 200,000 and its Series C Convertible Preferred Stock to 15,000. The amendment also gives each Series A preferred share 100 votes, changes its conversion right to 1 share of common stock per preferred share, and makes the redemption right perpetual instead of limited to 5 years.

In addition, the Series C Convertible Preferred Stock now has a stated value of $100 per share and a conversion price set at 80% of the average closing sale price for the 10 consecutive trading days immediately before conversion, which ties its conversion terms directly to the market price of the common stock.

Insights

Capital structure and governance analyst

ILAL rewrites preferred stock terms, adding super-voting rights and market-based conversion.

The company has significantly revised the structure of its preferred stock. Series A Convertible Preferred Stock is increased to 200,000 shares and now carries 100 votes per share, which can concentrate voting power among Series A holders relative to common shareholders. The conversion terms are also tightened from 100 common shares per preferred share to 1 common share per preferred share, while redemption is changed from a 5‑year limit to a perpetual right.

Series C Convertible Preferred Stock is increased to 15,000 shares with a stated value of $100 per share, and its conversion price is set at 80% of the average closing sale price over 10 consecutive trading days immediately before conversion. This formula links conversion to prevailing market prices at a discount, which can influence future common share issuance depending on how many preferred shares eventually convert.

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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 19, 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 5.03 Amendments to Articles of Incorporation

On November 19, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”) filed with the Secretary of State of Wyoming an Articles of Amendment as adopted on October 17, 2025 by the Company’s board of directors and necessary shareholders (“Amendment”) to its Articles of Incorporation, as amended (“Articles”) with the following amendments:

	1.	Increase number of shares of Series A Convertible Preferred Stock to 200,000
	2.	Increase number of shares of Series C Convertible Preferred Stock to 15,000
	3.	Amend rights and preferences of Series A Convertible Preferred Stock to:

	a.	Change name from Special Preferred Stock to Series A Convertible Preferred Stock
	b.	Change voting rights from no votes per share to 100 votes per share
	c.	Change conversion rights per share from 100 shares of common stock to 1 share of common stock
	d.	Change redemption rights from a period of 5 years from issuance to perpetual

4. Amend rights and preferences of Series C Convertible Preferred Stock to:

	a.	Change Stated Value to only $100 per share.
	b.	Change Conversion Price to only 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding conversion

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number		Description
3.1		Articles of Amendment dated October 17, 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: November 19, 2025

FAQ

What corporate action did International Land Alliance (ILAL) report in this 8-K?

International Land Alliance reported an amendment to its Articles of Incorporation, changing the number and key terms of its Series A and Series C Convertible Preferred Stock.

How did ILAL change the Series A Convertible Preferred Stock?

The company increased Series A Convertible Preferred Stock to 200,000 shares, gave each share 100 votes, changed the conversion right to 1 common share per preferred share, and made the redemption right perpetual instead of limited to 5 years.

What changes were made to ILAL’s Series C Convertible Preferred Stock?

ILAL increased Series C Convertible Preferred Stock to 15,000 shares, set a $100 stated value per share, and set the conversion price at 80% of the average closing sale price for the 10 consecutive trading days before conversion.

How do the new voting rights affect ILAL’s Series A preferred shareholders?

Each Series A Convertible Preferred share now carries 100 votes per share, giving Series A holders substantially greater voting power compared with a single-vote common share structure.

How is the conversion price for ILAL’s Series C preferred stock determined?

The Series C conversion price is set at 80% of the average of the closing sale price of the common stock for the 10 consecutive trading days immediately preceding conversion.

Did ILAL change the redemption terms of its preferred stock?

Yes. For Series A Convertible Preferred Stock, the redemption right was changed from a 5-year period from issuance to a perpetual redemption right.