Genesis Holdings, Inc. (OTCID: GNIS) announced today that it has completed a series of Partial Debt Exchange Agreements with substantially all holders of its outstanding convertible promissory notes. The company converted two-thirds of each holder’s outstanding balance into shares of newly designated Series D Preferred Stock, marking the finalization of Phase I of its balance sheet restructuring initiative first announced in May 2026.
“This restructuring fundamentally cleans up our balance sheet,” said Oscar Brito, CEO of Genesis Holdings. “We have taken a substantial majority of our outstanding convertible debt and capitalized it into preferred equity. Just as importantly, in doing so we have eliminated the conversion discounts, price-based kickers, and other dilutive features that came with the legacy convertible notes - which materially reduces our go-forward cost of capital and removes a significant overhang for our shareholders.”
As a result of the exchange, the company’s pro forma balance sheet as of June 30, 2026 reflects total stockholders’ equity of approximately $901,550, compared to a stockholders’ deficit as of December 31, 2025 - a swing of roughly $3.0 million driven primarily by the capitalization of convertible debt into Series D Preferred Stock. Total liabilities were reduced to approximately $42,745, from convertible debt and other current liabilities previously carried on the company’s balance sheet.
The restructuring follows the strategic partnership between Travaleo, the company’s wholly owned digital investment platform, and Aurami Capital, announced in April 2026. Under that partnership, Genesis and Aurami Capital have been working together - including with established manager relationships in Mexico - to bring branded luxury real estate investment opportunities to market through structured, digitally structured fund offerings.
“With our capital structure now substantially cleaned up, we are entering the next phase of our business from a position of real strength,” Brito added. “This restructuring was completed ahead of the planned launch of our first digitally structured funds through our partnership with Aurami Capital and Miami Real Investment (MRI), and we believe it positions Genesis and our partners to engage investors from a much stronger footing.”
Although no assurance can be given, the company is looking to launch its first two funds under the Travaleo / Aurami Capital partnership within the next 45 days. Genesis believes that having substantially completed its balance sheet restructuring ahead of these anticipated launches will allow the company and its partners to approach investors, including through established relationships with managers in Mexico, from a stronger financial position.
The company cautioned that while the exchange transactions described in this release have been completed, there can be no assurance regarding the timing or completion of the anticipated fund launches, and actual results may differ materially from current expectations.
Aurami Capital is an institutional-grade luxury real estate investment platform and a subsidiary of Miami Real Investment (MRI), one of South Florida's most active luxury real estate advisory firms with 21 years of market leadership and over $1 billion in branded luxury transactions in the past four years alone. Aurami Capital combines MRI's proprietary developer access and deal flow with institutional fund structure, regulatory compliance, and digital infrastructure - offering accredited investors access to branded luxury residential and hospitality opportunities. Fund I is offered under Reg D 506(c) and Reg S, with JPMorgan Chase serving as fund custodian and Genesis Holdings' Travaleo platform providing the underlying digital platform and compliance infrastructure. More information is available at https://auramicapital.com.
Miami Real Investment is a leading brokerage firm specializing in branded luxury pre-construction real estate in Miami. With over 20 years of experience, MRI offers a 360 approach including investment portfolio design, market analysis, tax planning, and legal advice. Details can be found at https://miamirealinvestment.com.
Travaleo is a branded real estate investment and development platform wholly owned by Genesis Holdings, focused on identifying, structuring, and managing income-producing and development-oriented real estate projects. Its digital investment infrastructure enables accredited investors to participate in curated branded luxury real estate opportunities. More information is available at https://www.travaleo.com.
Genesis Holdings is a publicly traded holding company focused on the development, acquisition, and management of operating businesses and real-asset-related initiatives. The company emphasizes disciplined capital allocation, sound governance practices, and long-term value creation for shareholders. Additional information can be found at https://www.regen.digital.
