Right from yesterdays filing like clockwork if you ask me....
We are offering an aggregate of shares of our common stock, $0.001 par value per share. We assume a public offering price of $ per share of our common stock which was the last reported sale price of our common stock on the OTCQB Marketplace operated by OTC Markets Group Inc. (the “OTCQB”) on October ___, 2023.
We are also offering to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price of each pre-funded warrant will be equal to the price per share at which shares of common stock are sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. This offering also relates to the shares of common stock issuable upon exercise of any pre-funded warrants sold in this offering. The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.
Our common stock is presently quoted on the OTCQB under the symbol “ILAL.” We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “ILAL,” which listing is a condition to this offering. No assurance can be given that our application for listing will be approved. If our application is not approved, we will not complete this offering. On October 11, 2023 or our common stock on the OTCQB was $0.2020 per share. There is no established trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited.
In order to meet Nasdaq’s minimum stock price requirement, we will complete a reverse split of our common stock effective simultaneously with this offering at a ratio of not less than 1 for 2 and not more than 1 for ___, to be determined by the board of directors prior to this offering. All share numbers in this registration statement will be adjusted to give effect to this reverse split, except in the financial statements or as otherwise indicated.
The final public offering price per share will be determined through negotiation between us and the representative of the underwriters in this offering and will take into account the recent market price of our common stock, the general condition of the securities market at the time of this offering, the history of, and the prospects for, the industry in which we compete, and our past and present operations and our prospects for future revenues. The assumed public offering price per share used throughout this prospectus may not be indicative of the final public offering price per share.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Not only are they diluting with an S1, but they wont even state how many shares in this filing. Then they are going to RS this stock
to try to become compliant to get on the Nasdaq Capital Market. Guess what? They dont even make 1/1000th of the money they need to be compliant with the nasdaq. IMO this is just going to fall hard bigtime after they RS. jesus h
