International Land Alliance Inc. 8-K/A

What Happened
International Land Alliance Inc. (ILAL) announced on January 29, 2026 that it entered Amendment #1 to its Securities Purchase Agreement with Mast Hill Fund L.P., effective November 17, 2025, and issued a new common stock purchase warrant to Mast Hill. The amendment cancels the original warrant (void ab initio) and replaces the warrant terms so that warrants issued for each financing tranche are based on a formula tied to an initial exercise price of $0.6695 per share. The Company issued a New Warrant on January 29, 2026 that can be used to purchase 5,337,316 shares, exercisable for 10 years either for cash or on a cashless basis, and subject to specified anti-dilution protections.

Key Details

• Amendment effective date: November 17, 2025; amendment filed January 29, 2026.
• New Warrant (issued Jan 29, 2026): purchasable shares = 5,337,316.
• Initial exercise price: $0.6695 per share; warrant term: 10 years; exercisable cash or cashless.
• Amendment replaces SPA paragraph to set warrant issuance per Tranche = principal amount ÷ $0.6695.
• Securities were offered and sold in reliance on Section 4(a)(2) and Rule 506 of Regulation D to accredited investors.

Why It Matters
This is a financing-related change that can affect outstanding share count if the warrants are exercised — the New Warrant represents potential issuance of 5,337,316 common shares. The exercise price, term and anti-dilution protections determine how dilutive and when that potential dilution could occur. The transaction was a private offering to accredited investors, which means the securities were not registered under the Securities Act and were issued under exemption rules. Investors should note the amended financing terms and the existence of long-dated warrants when assessing share count and potential future dilution.