ILAL (OTC: ILAL) files NT 10-K: 2025 Form 10-K delayed awaiting audit

Rhea-AI Filing Summary

International Land Alliance, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025 because its independent registered public accounting firm has not completed its audit. The company states it intends to file the Form 10-K on or before the fifteenth calendar day following the prescribed due date.

Key Figures

Period Ended: December 31, 2025 Cure Period: 15 calendar days Notification Date / Signature: April 1, 2026

3 metrics

Period Ended December 31, 2025 Subject annual period for the delayed Form 10-K

Cure Period 15 calendar days Will file Form 10-K on or before the fifteenth calendar day following prescribed due date

Notification Date / Signature April 1, 2026 Date the Form 12b-25 was signed by CFO Jason Sunstein

Key Terms

Rule 12b-25, Form 10-K, independent registered public accounting firm

3 terms

Rule 12b-25 regulatory

"the registrant seeks relief pursuant to Rule 12b-25 (b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"file its Annual Report on Form 10-K for the period ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

independent registered public accounting firm financial

"permit the Company’s independent registered public accounting firm to complete its audit"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25		SEC FILE NUMBER
			000-56111
			CUSIP NUMBER
	NOTIFICATION OF LATE FILING		459741 302

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: December 31, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended: _________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

INTERNATIONAL LAND ALLIANCE, INC.

Full Name of Registrant

Former Name if Applicable

350 10th Avenue, Suite 1000

Address of Principal Executive Office (Street and Number)

San Diego, California 92101

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

International Land Alliance, Inc. (the “Company”) is not in a position to file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Form 10-K”) within the prescribed time period in order to permit the Company’s independent registered public accounting firm to complete its audit of the financial statements included in the Form 10-K. The compilation, dissemination and review of the information required to be presented in the Form 10-K have imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The Company intends to file the Form 10-K on or before the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Jason Sunstein		(877)		661-4811
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
			Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

INTERNATIONAL LAND ALLIANCE, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
April 1, 2026	By:	/s/ Jason Sunstein
		Jason Sunstein, Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did ILAL file a Form 12b-25 (NT 10-K)?

ILAL filed the Form 12b-25 because its independent registered public accounting firm has not completed the audit. The filing states the audit completion prevents timely submission of the Annual Report on Form 10-K for the period ended December 31, 2025.

When does ILAL expect to file the delayed Form 10-K?

The company intends to file the Form 10-K on or before the fifteenth calendar day following the prescribed due date. The notification explicitly commits to that cure period under Rule 12b-25(b) in the Form 12b-25 submission.

Does the Form 12b-25 say ILAL missed other periodic filings?

No. The Form 12b-25 asks about other periodic reports and the company did not identify any missing filings in the preceding 12 months. The checkbox section does not list additional delinquent reports.

Who signed the Form 12b-25 for ILAL and when?

The notification was signed by Jason Sunstein, Chief Financial Officer, on April 1, 2026. The signature block on the Form 12b-25 identifies him as the company contact for this notification.

Does the filing disclose anticipated changes in results of operations?

The Form 12b-25 includes a question about significant changes in results but the company did not indicate any anticipated change in results of operations for the subject report. No narrative or quantitative estimate of change is provided.