International Land Alliance Inc. 8-K

What Happened

• On May 19, 2026, International Land Alliance, Inc. (ILAL) entered a Securities Purchase Agreement with an accredited investor and issued a convertible promissory note (the "Note") with an aggregate principal amount up to $385,000 and a warrant to purchase 48,125 shares of common stock. The company also reported that the Note creates a new direct financial obligation.

Key Details

• Note principal: up to $385,000 with an original discount of $35,000.
• Interest and term: accrues interest at 10% per year; 12-month maturity from issuance.
• Conversion: holder may convert at any time into common stock at the lesser of $6.00 per share or 65% of the lowest trade price during the 20 trading days before conversion (subject to adjustment).
• Warrant: exercisable for 48,125 shares at $10.00 per share (subject to adjustment), 5-year term, cashless exercise available.
• Registration and offering: shares issuable under the Note and Warrant carry registration rights; securities were sold to accredited investors under Section 4(a)(2) and Rule 506 of Regulation D.

Why It Matters

• This transaction gives ILAL short-term financing (up to $385k) but creates a near-term debt obligation (12-month maturity) with 10% interest. The note’s conversion mechanics and the issued warrant create potential future stock dilution if converted or exercised. Registration rights may require the company to register those shares, affecting when they can trade. Investors should note the added interest expense and the potential impact on share count and liquidity.