International Land Alliance (ILAL) issues $385K convertible note and warrant
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
International Land Alliance, Inc. entered into a Securities Purchase Agreement with an accredited investor, issuing a convertible promissory note with aggregate principal up to $385,000 and a warrant for 48,125 common shares.
The note carries an original discount of $35,000, accrues 10% annual interest, matures 12 months from issuance, and is convertible at the lesser of $6.00 per share or 65% of the lowest traded price over the 20 trading days before conversion. The warrant has a $10.00 exercise price, a five‑year term, and allows cashless exercise. Shares issuable under the note and warrant have registration rights, and the securities were issued as unregistered offerings under Section 4(a)(2) and Rule 506 of Regulation D to accredited investors.
Positive
- None.
Negative
- None.
Insights
Small convertible financing with discounted conversion and warrant coverage.
International Land Alliance agreed to a $385,000 convertible note with a $35,000 original discount, 10% interest, and 12‑month maturity. The investor also received a five‑year warrant for 48,125 common shares at $10.00 per share, with cashless exercise available.
The conversion formula uses the lesser of a fixed $6.00 price or 65% of the lowest traded price over 20 prior trading days, which can increase share issuance if the stock price falls. Actual dilution and cash impact depend on future conversions, warrant exercises, and any subsequent registration of the underlying shares.
8-K Event Classification
3 items: 1.01, 2.03, 3.02
3 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.
Key Figures
Convertible note principal: $385,000
Original issue discount: $35,000
Interest rate: 10% per year
+5 more
8 metrics
Convertible note principal
$385,000
Aggregate principal amount of the note
Original issue discount
$35,000
Discount on the convertible note
Interest rate
10% per year
Annual interest on the note
Maturity
12 months
Note maturity from issuance date
Fixed conversion price cap
$6.00 per share
Maximum conversion price for the note
Floating conversion discount
65% of lowest traded price
Alternative conversion price over prior 20 trading days
Warrant shares
48,125 shares
Common stock purchasable under warrant
Warrant exercise price
$10.00 per share
Initial exercise price of warrant
Key Terms
Securities Purchase Agreement, convertible promissory note, original discount, cashless exercise, +2 more
6 terms
Securities Purchase Agreement financial
"International Land Alliance, Inc., a Wyoming corporation entered into a Securities Purchase Agreement transaction"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
convertible promissory note financial
"the Company issued to Investor a convertible promissory note in the aggregate principal amount up to $385,000"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
original discount financial
"The Note (1) has an original discount of $35,000"
cashless exercise financial
"The Warrant is initially exercisable at an exercise price equal to $10.00 per share ... and a cashless exercise option"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
accredited investors financial
"The offering was made to “accredited investors” (as defined by Rule 501 under the Securities Act)."
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Rule 506 of Regulation D financial
"offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) ... and Rule 506 of Regulation D"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
FAQ
What financing did International Land Alliance (ILAL) enter on May 19, 2026?
International Land Alliance entered a Securities Purchase Agreement for a convertible promissory note up to $385,000 and a warrant for 48,125 common shares. The arrangement provides funding through debt that can convert into equity under specified pricing terms.
What are the key terms of International Land Alliance’s new convertible note?
The note has aggregate principal up to $385,000, a $35,000 original discount, 10% annual interest, and a 12‑month maturity. It is convertible into common stock at the lesser of $6.00 per share or 65% of the lowest traded price over the prior 20 trading days.
What warrant did the investor receive from International Land Alliance (ILAL)?
The investor received a warrant to purchase 48,125 shares of International Land Alliance common stock at an initial exercise price of $10.00 per share. The warrant has a five‑year term from issuance and includes a cashless exercise option for the holder.
How were the International Land Alliance note and warrant issued under securities laws?
All securities in this transaction were offered and sold as unregistered securities under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The offering was made only to accredited investors as defined in Rule 501 under the Securities Act.