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 previous holdouts. The holders exchanged their notes for shares of 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. The completion 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 into common stock at the holder’s option at a price equal to the lowest closing bid price during the five trading days preceding conversion, with no discount. A 9.99% beneficial ownership limitation applies, which holders may increase upon 61 days’ notice. The Series D Preferred Stock carries no dividend unless a material breach occurs, and the company may redeem it at 120% of stated value during the first 180 days and at 125% during the following 180 days.
“Completing this exchange with all of our seven 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.”
The agreements include a 30-day lock-up on transfers of company securities, a 60-day restriction on converting Series D Preferred Stock, and a six-month leak-out limiting daily transfers of common stock to 10% of the average daily trading volume for the preceding five trading days. The company intends to implement these restrictions through transfer-agent instructions and restrictive legends.
Genesis believes the restructuring materially improves its capital structure by eliminating the principal source of variable-price dilution associated with the legacy notes. The company expects to publish an updated unaudited pro forma balance sheet and report the transaction in forthcoming financial disclosures. According to the original release on www.newmediawire.com, the exchange also positions Genesis for upcoming initiatives.
The completion comes as Travaleo, Genesis’s wholly owned real estate investment and tokenization platform, prepares for potential fund launches. Travaleo and Aurami Capital are evaluating a potential collaboration on private real estate investment vehicles focused on branded luxury real estate opportunities with leading Miami developers, subject to definitive agreements and regulatory requirements. Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital, to facilitate coordination. Aurami Capital, a real estate investment platform founded by principals of Miami Real Investment, is preparing a proposed Fund I focused on branded luxury residential and hospitality properties in South Florida. More information is available at https://auramicapital.com/ and https://miamirealinvestment.com/.
“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 exchange matters because it removes a source of dilution and simplifies Genesis’s balance sheet, potentially improving its ability to pursue growth initiatives. However, risks remain, including dilution from future conversions of Series D Preferred Stock, restrictions on future financings, and the failure to complete contemplated fund offerings. The company’s ability to execute on its real estate and tokenization strategy will depend on regulatory approvals and market conditions.
