International Land Alliance issues $385K convertible note

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.

Filing Impact

(High)

Filing Sentiment

(Neutral)

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.

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.

Do the shares from the International Land Alliance note and warrant have registration rights?

Yes. The company states that the shares issuable pursuant to the convertible note and the warrant carry registration rights. This means the company has agreed to register these shares, enabling potential resale in the public market once registration is effective.

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

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Accepted by SEC EDGAR 06/02/2026 - 02:24 PM

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): May 19, 2026

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 May 19, 2026, International Land Alliance, Inc., a Wyoming corporation (“Company”) entered into a Securities Purchase Agreement transaction with an accredited investor (“Investor”) pursuant to which the Company issued to Investor a convertible promissory note in the aggregate principal amount up to $385,000 (“Note”) and a warrant to purchase 48,125 shares of Company common stock (“Warrant”).

The Note (1) has an original discount of $35,000, (2) accrues annual interest at 10%, (3) has a maturity date 12 months from issuance, and (4) is convertible at any time by Investor into shares of Company common stock at a conversion price equal to the lesser of (a) $6.00 per share, or (b) 65% of the lowest traded price during 20 trading days immediately preceding the respective conversion date, subject to adjustment.

The Warrant is initially exercisable at an exercise price equal to $10.00 per share (subject to adjustments), with a term of 5 years from issuance, and a cashless exercise option.

The shares issuable pursuant to the Note and Warrant carry registration rights.

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).

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: June 1, 2026

Source: View Original Filing on SEC EDGAR

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International Land Alliance issues $385K convertible note

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