8-K
International Land Alliance Inc. (ILAL)
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 19, 2025
InternationalLand Alliance, Inc.
(Exact name of registrant as specified in its charter)
| Wyoming | 000-56111 | 46-3752361 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of<br>incorporation) | (Commission<br><br> <br>File<br> No.) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
35010^th^ Avenue**, Suite1000**
SanDiego, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br>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<br> 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 5.03 Amendments to Articles of Incorporation
On November 19, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”) filed with the Secretary of State of Wyoming an Articles of Amendment as adopted on October 17, 2025 by the Company’s board of directors and necessary shareholders (“Amendment”) to its Articles of Incorporation, as amended (“Articles”) with the following amendments:
| 1. | Increase<br> number of shares of Series A Convertible Preferred Stock to 200,000 |
|---|---|
| 2. | Increase<br> number of shares of Series C Convertible Preferred Stock to 15,000 |
| 3. | Amend<br> rights and preferences of Series A Convertible Preferred Stock to: |
| a. | Change<br> name from Special Preferred Stock to Series A Convertible Preferred Stock |
| --- | --- |
| b. | Change<br> voting rights from no votes per share to 100 votes per share |
| c. | Change<br> conversion rights per share from 100 shares of common stock to 1 share of common stock |
| d. | Change<br> redemption rights from a period of 5 years from issuance to perpetual |
| 4. | Amend<br> rights and preferences of Series C Convertible Preferred Stock to: |
| --- | --- |
| a. | Change<br> Stated Value to only $100 per share. |
| --- | --- |
| b. | Change<br> Conversion Price to only 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding conversion |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Number | Description |
|---|---|
| 3.1 | Articles of Amendment dated October 17, 2025 |
| 104 | Cover<br> 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. | |
|---|---|
| By: | /s/ Frank Ingrande |
| Frank<br> Ingrande | |
| Chief<br> Executive Officer |
Date: November 19, 2025
Exhibit3.1
