Genesis Holdings, Inc. (OTCID: GNIS) announced on September 29, 2026, that it has completed definitive Debt Exchange Agreements with all seven holders of its legacy convertible promissory notes, including all previous holdouts. The holders exchanged their Legacy Notes for shares of the Company's Series D Preferred Stock and waived a portion of the outstanding obligations. The Legacy Notes have been cancelled and terminated, with no principal, interest, default amounts, or conversion rights remaining under them. The completed exchange follows the Company's June 2026 announcement of an initial debt-exchange framework.
Each share of Series D Preferred Stock has a stated value of $1.00 and is convertible, at the holder's option, into common stock at a conversion price equal to the lowest closing bid price of the common stock during the five trading days preceding conversion, with no discount. A holder may not convert to the extent that, after conversion, it would beneficially own, together with its affiliates, more than 9.99% of the Company's outstanding common stock, although a holder may increase this limitation upon 61 days' notice to the Company. The Series D Preferred Stock does not carry a dividend unless a material breach occurs. The Company may redeem the Series D Preferred Stock at 120% of stated value during the first 180 days after issuance and at 125% of stated value during the following 180 days.
"Completing this exchange with all of our seven (7) legacy noteholders is an important step for Genesis," said Oscar Brito, CEO of Genesis Holdings. "Our investors worked with us constructively, agreeing to waive one-third of the amounts owed and to replace the Legacy Notes with preferred stock. We appreciate their support, and we believe the exchange allows the Company to focus on its operating initiatives."
Under the Debt Exchange Agreements, each holder agreed not to transfer any Company securities for 30 days following closing and not to convert its Series D Preferred Stock for 60 days following closing, subject to limited exceptions. For six months following the end of the 30-day lock-up, each holder may not transfer on any trading day shares of common stock exceeding 10% of the average daily trading volume for the five preceding trading days. The Company intends to implement these restrictions through instructions to its transfer agent and restrictive legends, as applicable.
Genesis believes the completion of the restructuring comes at an important time for Travaleo, the Company's wholly owned branded real estate investment and tokenization platform. Travaleo and Aurami Capital are evaluating a potential collaboration relating to one or more proposed private real estate investment vehicles focused on branded luxury real estate opportunities with leading Miami developers, subject to completion of the applicable structures, offering documents, regulatory requirements and investor onboarding processes. The Company also announced that Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, Miami, Florida, in office space co-located with Aurami Capital. Genesis expects the shared location to facilitate coordination between Travaleo and Aurami Capital as they evaluate potential fund structures.
"Completing this restructuring on the eve of our anticipated fund launches gives us a far stronger foundation for the next phase," Brito added. "Working from Miami alongside Aurami Capital will allow us to combine our digital investment infrastructure with Aurami's real estate market experience and industry relationships across Miami, Latin America and Europe. These opportunities remain subject to definitive agreements, compliance review and successful launch of the underlying funds."
The Company expects to publish an updated unaudited pro forma balance sheet reflecting the completed exchange and to report the transaction responsibly in its forthcoming financial disclosures. Genesis believes the restructuring materially improves the quality of its capital structure, eliminates the principal source of variable-price dilution associated with the legacy notes, and provides a stronger foundation for its operating and growth initiatives. Investors can learn more about Aurami Capital at https://auramicapital.com/, Miami Real Investment at https://miamirealinvestment.com/, and Travaleo at https://www.travaleo.com/. The original press release is available at www.newmediawire.com.
The completion of this debt exchange could have significant implications for Genesis Holdings and its stakeholders. By eliminating the legacy convertible notes, the company removes a source of variable-price dilution that often weighs on share prices. The waiver of one-third of outstanding balances by noteholders indicates strong support from investors and may improve the company's balance sheet. The restructuring could also enhance Genesis's ability to pursue its real estate tokenization initiatives through Travaleo. The planned Miami headquarters and potential collaboration with Aurami Capital position the company to leverage South Florida's luxury real estate market. However, risks remain, including potential dilution from future conversions of Series D Preferred Stock, restrictions on future financings due to most-favored-nation provisions, and regulatory uncertainties surrounding tokenized securities. The success of the anticipated fund launches will depend on definitive agreements, compliance reviews, and market conditions. Investors and industry observers will be watching to see if this restructuring provides the intended foundation for growth.
