UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act Of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On March 13, 2025, July 16, 2025 and August 18, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”), issued to Quick Capital LLC, a Wyoming limited liability company, convertible promissory notes for the principal amounts of a $250,000, $155,555.56 and $31,111.11, respectively, for an aggregate principal amount of $436,666.67 (each a “Note” and collectively the “Notes”). Each Note was issued pursuant to a Note Purchase Agreement dated therewith. The Company received an aggregate of $347,100 gross proceeds from the sale of the Notes, after deductions for original issue discounts from 10% to 20%, and lender legal fees from $2,500 to $5,000.
The principal amount of the Notes (together with accrued interest) mature nine (9) months from issuance. The Notes bear a guaranteed interest at a rate of 12%. Upon an event of a default under a Note (as more fully described in the Notes), the Note shall accrue interest at annual rate of the lesser of 24% or maximum rate allowed by law.
The Notes are convertible at the holder’s option at any time after 180 days from issuance or upon event of default, into shares of the Company’s Common Stock at a conversion price equal to $0.11 per share, or in the case of event of default, at a price equal to the lower of $0.11 or 65% of the lowest trading price for the proceeding 20 days prior to conversion.
The foregoing description of the Notes is a summary and is qualified in its entirety by reference to the documents attached hereto, which documents are incorporated herein by reference.
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).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 10.1 | Convertible Promissory Note dated March 13, 2025 | |
| 10.2 | Convertible Promissory Note dated July 16, 2025 | |
| 10.3 | Convertible Promissory Note dated August 18, 2025 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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. |
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By: | /s/ Frank Ingrande |
| Frank Ingrande | ||
Chief Executive Officer |
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Date: October 9, 2025