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): January 30, 2026
International Land Alliance, Inc.
(Exact name of registrant as specified in its charter)
| Wyoming | 000-56111 | 46-3752361 |
|---|---|---|
| (State<br> 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**
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<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 |
|---|---|---|
| N/A | N/A | 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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At a Special Meeting of Stockholders of International Land Alliance, Inc. (the “Company”) held on November 4, 2025, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to implement a reverse stock split of the Company’s common stock, par value $0.001 per share, at fixed ratios between 1-for-25 and 1-for-75, with the final ratio to be determined by the Company’s Board of Directors (the “Board”).
On January 30, 2026, the Company received confirmation of acceptance of its filing of a certificate of amendment to the Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Wyoming, to implement a 1-for-50 reverse split of the Company’s common stock (the “Reverse Stock Split”), which 1-for-50 ratio had been selected and approved by the Board. The Reverse Stock Split became effective as of February 4, 2026, and the Company’s common stock began trading on the OTCQB marketplace on a post-split basis at the open of trading on February 4, 2026, with a new CUSIP number. The trading symbol for the Company’s common stock will be “ILALD” for a period of 20 days.
As a result of the Reverse Stock Split, every fifty (50) issued and outstanding shares of the Company’s common stock, par value $0.001, was converted into one (1) share of common stock, par value $0.001 per share, reducing the number of issued and outstanding shares of the Company’s common stock from 133,315,568 shares to approximately 2,666,311 shares. The Company’s transfer agent, Dynamic Stock Transfer, Inc (“Dynamic”), is providing instructions to stockholders of record regarding the process of exchanging shares.
The Reverse Stock Split did not alter the par value of the Company’s common stock or modify any voting rights or other terms of the common stock.
No fractional shares are being issued in connection with the Reverse Stock Split. 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 fractional share, upon surrender to Dynamic of certificate(s) representing their pre-split shares or upon conversion of their shares held in book-entry, to receive a 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.
Dynamic is 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 an account set up for the stockholder. All book-entry or other electronic positions representing issued and outstanding shares of the Company’s common stock are being automatically adjusted. Those stockholders holding common stock in “street name” are receiving instructions from their brokers.
In addition, pursuant to their terms, a proportionate adjustment has been made to the per share exercise price and number of shares 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.
The above description of the Certificate of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Wyoming on January 09, 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
| Exhibit Number | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of International Land Alliance, Inc. |
| 99.1 | Press Release, dated February 4, 2026 |
| 104 | Cover<br> 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.
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: February 4, 2026
Exhibit 3.1
Exhibit99.1
InternationalLand Alliance, Inc. Announces Reverse Split
Preparesfor NASDAQ Uplist
SANDIEGO, CALIFORNIA, February 4, 2026, International Land Alliance, Inc. (OTCQB:ILAL), (“ILAL” or the “Company”), an international land investment and development firm, announced today that, on February 4, 2026, the Company implemented a 50-for-1 reverse split of its common stock. The reverse stock split will be effective as of February 4, 2026, and the Company’s common stock will trade on a post-split basis at the beginning of trading on the same date under the trading symbol “ILALD” for a period of 20 days.
The reverse stock split is part of the Company’s strategy to pursue uplisting to NASDAQ.
Informationfor Stockholders
Upon the effectiveness of the reverse stock split, each fifty shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s relative interest in the Company’s equity, except to the extent that the reverse stock split would have resulted in a stockholder owning a fractional share. Holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split, because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio, will be rounded up to the nearest whole share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock. The Company’s transfer agent, Dynamic Stock Transfer, Inc, will maintain the book-entry records for the Company’s common stock. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connection with the reverse stock split. Dynamic Stock Transfer, Inc, can be reached at (213) 667-0197.
Please visit the Company’s website: www.ila.company.
About InternationalLand Alliance, Inc.
International Land Alliance, Inc. (OTCQB: ILAL) is an international land investment and development firm based in San Diego, California. As its core mission, the Company has embraced technology for sustainable and socially responsible solutions to provide accessible housing, in addition to using proptech and construction tech advanced applications to meet these goals. The Company is focused on acquiring attractive raw land primarily in Northern Baja California, often within driving distance from Southern California. The Company is also focused on acquiring desirable land and real estate assets in Southern California. The Company serves its shareholders by devoting considerable time and resources to seeking out the finest sites available and obtaining the necessary development permits to build a compelling portfolio of properties, which provide a diversity of investment and living options. ILAL builds environmentally friendly communities for vacation, retirement, and investment buyers.
Formedia inquiries, contact:
Investor Relations
jason@ila.company
(877) 661-4811
www.ila.company
No Offeror Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Safe HarborStatement
The press release may include certain statements that are not descriptions of historical facts but are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “projects,” or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions, which are subject to change. Accordingly, there can be no assurance that actual results will meet expectations and actual results may vary (perhaps materially) from certain of the results anticipated herein.
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