8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 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): March 20, 2025

INTERNATIONAL

LAND ALLIANCE, INC.

(Exactname of Registrant as specified in its Charter)

350 10^th^ Av., Suite 1000, San Diego, CA 92101

(Address of principal executive offices)

(877) 661-4811

(Registrant’s Telephone Number)

(Former name or address, if changed since last report)

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

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 ☐

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 20, 2025, International Land Alliance Inc. (the “Company”) submitted for filing with the Wyoming Secretary of State a Certificate of Amendment (the “Certificate of Amendment”) to its Articles of Incorporation to increase the number of authorized shares of its Common Stock, par value $0.001, from 150,000,000 to 250,000,000.

The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the document, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

INTERNATIONAL LAND ALLIANCE, INC.

The undersigned, for the purposes of amending the Articles of Incorporation of International Land Alliance, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Wyoming Business Corporation Act (the “WBCA”), does hereby certify that:

FIRST: That the Board of Directors of the Corporation (the “Board”) adopted a resolution proposing and declaring advisable the following amendment to the Articles of Incorporation of the Corporation to increase the number of authorized shares of common stock, par value $0.001 (the “Common Stock”), from 150,000,000 to 250,000,000.

SECOND: That in lieu of a meeting and vote of the stockholders of the Corporation, stockholders holding a majority of the Company’s issued and outstanding common stock have given written consent approving the foregoing amendment to the Articles of Incorporation in accordance with the provisions of the WBCA, and written notice of the adoption of the amendment shall be given to every stockholder entitled to such notice.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of the WBCA.

FOURTH: That the aforesaid amendment shall be effective as of 9:00 A.M. Pacific Standard Time on the date of the filing of this Certificate of Amendment to the Articles of Incorporation with the office of the Secretary of State of the State of Wyoming.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Articles of Incorporation of the Corporation to be duly executed by the undersigned this 20th day of March, 2025.