Filing Analysis
International Land Alliance, Inc. entered into a massive $50 million convertible promissory note agreement with Mast Hill Fund L.P., including an initial tranche of ~$3.57M and a separate $5.21M note related to a maintenance services agreement.
🚩 Red Flags
- Highly dilutive 'death spiral' features: Conversion price is tied to a discount of the lowest VWAP over 5 days.
- Extremely low exercise price ($0.001) on warrants, leading to massive potential dilution.
- Significant debt load relative to typical micro-cap scale (up to $50M total facility).
- Complex related-party structure: The company is providing services to a facility affiliated with the lender (Mast Hill).
📋 Key Facts
- Entered into a Securities Purchase Agreement with Mast Hill Fund L.P. on Nov 17, 2025.
- Total aggregate principal amount of the convertible note is up to $50,000,000.
- First tranche completed: $3,573,333.33 principal; net proceeds to company: $3,216,000.00.
- Conversion price for notes is set at a 15% discount (85%) to the 5-day VWAP preceding conversion.
- Warrants issued at an exercise price of $0.001 per share; first tranche includes ~5.34 million warrants.
- A separate $5,209,000 convertible note was issued in connection with a long-term property maintenance agreement (ending 2044).
International Land Alliance, Inc. has amended its Articles of Incorporation to significantly alter the rights and conversion terms of its Series A and Series C Preferred Stock. The amendments include drastic changes to voting rights, conversion ratios, and redemption terms that are highly dilutive to common shareholders.
🚩 Red Flags
- Extreme Dilution: The change in Series A conversion ratio (from 1:100 to 1:1) suggests a massive issuance of common stock upon conversion, which will heavily dilute existing shareholders.
- Control Shift: Increasing voting rights from zero to 100 votes per share for preferred holders allows preferred shareholders to seize control of the company.
- Perpetual Redemption: The change to perpetual redemption for Series A creates a permanent liability on the balance sheet that could impact liquidity indefinitely.
📋 Key Facts
- Amendment adopted on October 17, 2025; filed November 19, 2025.
- Series A Convertible Preferred Stock: Voting rights increased from zero to 100 votes per share.
- Series A Conversion Ratio: Changed from 100 shares of common stock per preferred share to 1 share of common stock per preferred share (extremely dilutive).
- Series A Redemption Rights: Changed from a 5-year period to perpetual redemption.
- Series C Conversion Price: Set at 80% of the average closing price over the preceding 10 trading days.
International Land Alliance, Inc. has issued three separate convertible promissory notes to Quick Capital LLC totaling $436,666.67 in principal. The notes feature a low conversion price of $0.11 per share and include significant original issue discounts.
🚩 Red Flags
- Death spiral features: The conversion price in the event of default is tied to a percentage (65%) of the lowest trading price, which can lead to massive dilution.
- High original issue discounts (up to 20%) indicate high-cost capital.
- Multiple rounds of debt issuance within a single year suggests ongoing liquidity struggles.
- Low conversion price ($0.11) relative to typical micro-cap equity structures often leads to rapid share dilution.
📋 Key Facts
- Issued three notes on March 13, July 16, and August 18, 2025.
- Aggregate principal amount: $436,666.67.
- Total gross proceeds received after discounts/fees: $347,100.
- Notes bear a 12% guaranteed interest rate; default interest up to 24%.
- Maturity is nine months from issuance date.
- Conversion price set at $0.11 per share (or 65% of lowest trading price in event of default).
- Original issue discounts ranged from 10% to 20%.
International Land Alliance, Inc. issued a $110,000 convertible promissory note to Vista Capital Investments, LLC on March 11, 2025. The note features an original issue discount and aggressive default penalties.
🚩 Red Flags
- Aggressive default terms: Default triggers an increase of the outstanding balance to 125% plus a $500 daily penalty.
- Convertible debt at a low price point ($0.35) often leads to significant dilution for existing shareholders.
- Default clauses include failure to maintain periodic filing requirements, which is a common trigger for delisting or bankruptcy in micro-caps.
📋 Key Facts
- Issued a $110,000 principal amount convertible promissory note to Vista Capital Investments, LLC.
- Received $100,000 in gross proceeds.
- Maturity date: March 11, 2026.
- Interest rate: 12% per annum.
- Original issue discount (OID) of $10,000.
- Conversion price set at $0.35 per share.
- Conversion is subject to a 4.99% beneficial ownership cap.
International Land Alliance Inc. filed an 8-K to report an amendment to its Articles of Incorporation. The company has increased the number of authorized shares of its Common Stock from 150,000,000 to 250,000,000.
🚩 Red Flags
- Significant increase in authorized share count (66% increase) often precedes dilutive equity offerings or private placements.
📋 Key Facts
- Date of event: March 20, 2025
- Action: Filed Certificate of Amendment with the Wyoming Secretary of State
- Authorized shares increase: From 150,000,000 to 250,000,000
- Par value remains at $0.001 per share
International Land Alliance, Inc. has replaced its independent registered public accounting firm, M&K CPAS, PLLC, with Bush & Associates CPA. The change follows a notice of disengagement from the previous auditor.
🚩 Red Flags
- Auditor change (Item 4.01) is a high-risk event in micro-cap companies.
- Previous audit reports contained going concern language/uncertainty regarding the company's ability to continue operations.
- The auditor 'disengaged' rather than being terminated by the client, which can sometimes signal friction, though no formal disagreements were noted.
📋 Key Facts
- M&K CPAS, PLLC issued a notice of disengagement on April 24, 2024.
- Bush & Associates CPA was approved by the Board on April 17, 2024, to serve as the new auditor for fiscal year ended December 31, 2023.
- The previous audit report for the fiscal year ended December 31, 2022, contained an explanatory paragraph regarding a going concern uncertainty.
- No disagreements regarding accounting principles or auditing procedures were reported between the Company and M&K.