International Land Alliance Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
May 19, 2026, International Land Alliance, Inc., a Wyoming corporation (“Company”) entered into a Securities Purchase Agreement
transaction with an accredited investor (“Investor”) pursuant to which the Company issued to Investor a convertible promissory
note in the aggregate principal amount up to $385,000 (“Note”) and a warrant to purchase 48,125 shares of Company common
stock (“Warrant”).

The
Note (1) has an original discount of $35,000, (2) accrues annual interest at 10%, (3) has a maturity date 12 months from issuance, and
(4) is convertible at any time by Investor into shares of Company common stock at a conversion price equal to the lesser of (a) $6.00
per share, or (b) 65% of the lowest traded price during 20 trading days immediately preceding the respective conversion date, subject
to adjustment.

The
Warrant is initially exercisable at an exercise price equal to $10.00 per share (subject to adjustments), with a term of 5 years from
issuance, and a cashless exercise option.

The
shares issuable pursuant to the Note and Warrant carry registration rights.

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).