Form 8-K International Land Allia For: May 19

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June 2, 2026 2:24 PM EDT

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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): 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.