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. 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 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."
Under the agreements, each holder agreed not to transfer Company securities for 30 days following closing and not to convert Series D Preferred Stock for 60 days. For six months after the 30-day lock-up, each holder may not transfer shares exceeding 10% of the average daily trading volume for the five preceding trading days. The Company intends to implement these restrictions through transfer-agent instructions and restrictive legends.
The restructuring comes as Travaleo, Genesis's wholly owned branded real estate investment and tokenization platform, prepares for potential fund launches and a Miami expansion. 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. Travaleo is also establishing its new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital, to facilitate coordination. More information about Travaleo is available at https://www.travaleo.com/, and details about Aurami Capital can be found at https://auramicapital.com/. Miami Real Investment, an established luxury real estate brokerage, is led by principals who founded Aurami Capital; its website is 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."
The Company believes the restructuring materially improves its capital structure by eliminating the principal source of variable-price dilution associated with the legacy notes, providing a stronger foundation for growth initiatives. For the Long Beach and surrounding areas, this development highlights the growing intersection of real estate and digital asset infrastructure, potentially influencing local businesses involved in tokenization and real estate investment. The full release is available at www.newmediawire.com.
