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): ~~November~~January 1730, ~~2025~~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~~N/A ~~Stock~~N/A ~~ILAL OTC:QB~~N/A

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 13.0103 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnTo ~~November~~the ~~17,~~extent ~~2025,~~required ~~International~~by ~~Land~~Item ~~Alliance, Inc~~3.03 of Form 8-K, athe ~~Wyoming~~information ~~corporation~~regarding (the ~~“Company”)~~Reverse ~~entered~~Stock ~~into~~Split a(as ~~transaction~~defined ~~with Mast~~herein) ~~Hill~~contained ~~Fund~~in LItem 5.P.03 ~~(“Mast~~of ~~Hill”)~~this ~~with~~Current ~~the~~Report ~~following~~on ~~agreements:~~Form 8-K is incorporated by reference herein.

aItem 5.03 ~~Securities~~Amendments ~~Purchase Agreement (attached hereto as Exhibit 10.1), pursuant~~ to ~~which~~Articles ~~the~~of ~~Company~~Incorporation ~~issued~~or toBylaws; ~~Mast~~Change ~~Hill a Convertible Promissory Note~~ in ~~the~~Fiscal aggregate principal amount up to $50,000,000 (“Mast Hill Note” attached hereto Exhibit 10.2). The Mast Hill Note (1) is issuable in funding tranches, (2) has an original discount of 10%, (3) accrues annual interest at 12%, (4) has a maturity date 12 months from each tranche issuance, and (5) is convertible at any time by Mast Hill into shares of Company common stock at a conversion price equal to 85% of the lowest volume weighted average price during 5 trading days immediately preceding the respective conversion date.Year

~~With~~At ~~each~~a ~~tranche,~~Special ~~the~~Meeting ~~Company~~of ~~shall~~Stockholders ~~issue~~of ~~Mast~~International ~~Hill~~Land aAlliance, ~~Warrant~~Inc. to(the ~~purchase~~“Company”) ~~shares~~held on November 4, 2025, the stockholders of the Company ~~common~~approved ~~stock~~an ~~equal~~amendment to ~~20%~~the ofCompany’s ~~the~~Amended ~~principal~~and ~~amount~~ Restated Certificate of ~~such~~Incorporation ~~tranche~~(the ~~divided~~“Charter”) to byimplement ~~the~~a ~~lowest~~reverse ~~traded~~stock ~~price~~split of the Company’s common stock, ~~during~~par ~~the~~value 10$0.001 ~~trading~~per ~~days~~share, ~~immediately~~at ~~preceding~~fixed ~~the~~ratios ~~funding~~between ~~date.~~1-for-25 ~~Each~~and of1-for-75, with the ~~Warrants~~final ~~shall~~ratio ~~initially~~to be ~~exercisable~~determined atby anthe ~~exercise~~Company’s ~~price~~Board ~~equal~~of toDirectors ~~$0.001~~(the ~~per share~~“Board”).

On ~~November~~January 1730, ~~2025~~2026, the Company ~~and~~received ~~Mast~~confirmation ~~Hill~~of ~~consummated~~acceptance ~~the~~of ~~first~~its ~~tranche~~filing ~~under~~of ~~the~~a ~~Mast~~certificate ~~Hill~~of ~~Note~~amendment ~~for~~to athe ~~principal~~Charter ~~amount~~(the “Certificate of ~~$3,573,333.33~~ Amendment”) with ~~net~~the ~~proceeds~~Secretary toof State of the ~~Company~~State of $3Wyoming,~~216,000.00~~ to implement a 1-for-50 reverse split of the Company’s common stock (~~after~~the ~~original~~“Reverse ~~issue~~Stock ~~discount~~Split”), which 1-for-50 ratio had been selected and approved by the ~~issuance~~Board. The Reverse Stock Split became effective as of aFebruary ~~warrant~~4, to2026, ~~Mast~~and ~~Hill~~the toCompany’s ~~purchase~~common stock began trading on the OTCQB marketplace on a post-split 5basis at the open of trading on February 4,~~337~~ 2026,~~316~~ ~~shares~~with ofa new CUSIP number. The trading symbol for the Company’s common stock ~~(attached~~will be ~~hereto~~“ILALD” asfor ~~Exhibit~~a ~~10.3).~~period of 20 days.

b.As a ~~Maintenance~~result ~~Agreement~~of ~~(attached~~the asReverse ~~Exhibit~~Stock ~~10.4)~~Split, ~~pursuant~~every tofifty ~~which Company shall provide certain property maintenance services to a facility~~ (~~the “Facility”~~50) ~~affiliated~~issued ~~with~~and ~~Mast~~outstanding ~~Hill~~shares ~~for~~of ~~monthly~~the ~~service~~Company’s ~~fees~~common ~~until June 22~~stock, ~~2044~~par invalue ~~the~~$0.001, was ~~amount~~converted ~~equal~~into ~~to:~~one ~~gross~~(1) ~~rental~~share ~~income~~of ~~from~~common ~~the~~stock, ~~Facility~~par ~~from~~value ~~the~~$0.001 ~~immediately~~per ~~preceding calendar month~~share, ~~minus~~reducing ~~customary~~the ~~fees,~~number ~~expenses,~~of issued and ~~maintenance~~outstanding ~~reserves.~~shares ~~As consideration for such Maintenance Agreement,~~ of the Company’s ~~issued~~common tostock ~~Mast~~from ~~Hill a convertible promissory note on November 17~~133, ~~2025~~315,568 inshares ~~the~~to ~~principal~~approximately ~~amount of $5~~2,~~209~~666,~~000~~311 ~~(attached hereto as Exhibit 10~~shares.~~5).~~ ~~Such~~The ~~note~~Company’s ~~(1)~~transfer ~~accrues annual interest at 12%~~agent, ~~(2)~~Dynamic Stock ~~has a maturity date 12 months from issuance~~Transfer, ~~and~~Inc (3“Dynamic”), is ~~convertible~~providing atinstructions ~~any time by Mast Hill into shares of Company common stock at a conversion price equal~~ to ~~85%~~stockholders of ~~the~~record ~~lowest~~regarding ~~volume weighted average price during~~ the 5process ~~trading~~of ~~days immediately preceding the respective conversion date~~exchanging shares.

The ~~foregoing~~Reverse ~~description~~Stock isSplit adid ~~summary~~not ~~and~~alter isthe ~~qualified~~par invalue ~~its~~of ~~entirety~~the byCompany’s ~~reference~~common tostock ~~the~~or ~~documents~~modify ~~attached~~any ~~hereto,~~voting ~~which~~rights ~~documents~~or ~~are incorporated~~other ~~herein~~terms byof ~~reference~~the common stock.

~~Item~~No 2fractional shares are being issued in connection with the Reverse Stock Split.03 ~~Creation~~Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by fifty (50) are entitled, in lieu of a ~~Direct~~fractional ~~Financial~~share, ~~Obligation~~upon orsurrender anto ~~Obligation~~Dynamic ~~under~~of ancertificate(s) ~~Off~~representing their pre-~~Balance~~split ~~Sheet~~shares or ~~Arrangement~~upon conversion of their shares held in book-entry, to receive a ~~Registrant~~cash payment based on the recent average closing price per share of the Company’s common stock, which cash payment shall not have accrued, and shall be without, interest.

~~The~~Dynamic ~~information~~is ~~contained~~issuing all of the post-split shares through their paperless Direct Registration System, also known as “book-entry form.” Dynamic will hold the shares in ~~Item~~an 1account set up for the stockholder.01 All book-entry or other electronic positions representing issued and outstanding shares of ~~this~~the ~~Current~~Company’s ~~Report~~common onstock ~~Form~~are ~~8-K~~being isautomatically ~~incorporated~~adjusted. ~~herein~~Those bystockholders ~~reference~~holding common stock in “street name” are receiving instructions from their brokers.

~~Item~~In ~~3.02~~addition, ~~Unregistered~~pursuant ~~Sales~~to their terms, a proportionate adjustment has been made to the per share exercise price and number of ~~Equity~~shares ~~Securities~~issuable under all of the Company’s outstanding equity awards and warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans has been reduced proportionately.

~~All~~The above description of the ~~securities~~Certificate ~~described~~of inAmendment ~~this~~and ~~Current~~the ~~Report~~Reverse onStock ~~Form~~Split ~~8-K~~is ~~were~~a ~~offered~~summary ~~and~~of ~~sold~~the inmaterial ~~reliance~~terms ~~upon~~thereof ~~exemptions~~and ~~from~~is ~~registration pursuant~~qualified toin ~~Section~~its ~~4(a)(2)~~entirety ~~under~~by ~~the~~reference ~~Securities~~to ~~Act~~the Certificate of ~~1933~~Amendment, asa ~~amended~~copy ~~(“Securities~~of ~~Act”),~~which ~~and~~is ~~Rule~~attached ~~506~~hereto ofas ~~Regulation~~Exhibit ~~D promulgated thereunder~~3.1, ~~The~~as ~~offering~~filed ~~was~~with ~~made~~the toSecretary of ~~“accredited~~State ~~investors”~~of ~~(as~~the ~~defined~~State byof ~~Rule~~Wyoming ~~501~~on ~~under~~January ~~the~~09, ~~Securities Act)~~2026.

Item 5.07 Submission of Matters to a Vote of Security Holders.

To the extent required by Item 5.07 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 8.01 Other Events.

On February 4, 2026, the Company issued a press release relating to the matters described in Item 5.03 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number		Description
Exhibit Number		Description
10.1		Securities Purchase Agreement
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of International Land Alliance, Inc.
10.2		Mast Hill Promissory Note
99.1		Press Release, dated February 4, 2026
10.3		Common Stock Purchase Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.4*		Maintenance Agreement
10.5		Maintenance Agreement Promissory Note
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

* certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. ~~A list of omitted schedules in included in Exhibit 10.4.~~

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.

By:	/s/ Frank Ingrande
	Frank Ingrande
	Chief Executive Officer

Date: ~~November~~February 214, ~~2025~~2026

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