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 noteholders 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. This development matters because it eliminates the principal source of variable-price dilution associated with the legacy notes and materially improves the quality of the company's capital structure, according to the company.
The exchange follows Genesis'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 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 does not carry a dividend unless a material breach occurs, and the company may redeem it at 120% of stated value during the first 180 days after issuance and at 125% during the following 180 days. These terms provide flexibility while protecting against immediate dilution.
"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." The restructuring also includes lock-up and leak-out provisions: holders agreed not to transfer any company securities for 30 days following closing and not to convert Series D Preferred Stock for 60 days. For six months thereafter, each holder may not transfer on any trading day 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 completion of the restructuring comes at a critical time for Travaleo, Genesis's wholly owned branded real estate investment and tokenization platform. Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, in office space co-located with Aurami Capital, a real estate investment platform founded by principals of Miami Real Investment. Genesis expects the shared location to facilitate coordination as Travaleo and Aurami Capital evaluate 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. More information about Aurami Capital is available at https://auramicapital.com/, and Miami Real Investment at https://miamirealinvestment.com/.
Genesis believes the restructuring provides a stronger foundation for its operating and growth initiatives. The company expects to publish an updated unaudited pro forma balance sheet reflecting the completed exchange and to report the transaction in its forthcoming financial disclosures. Travaleo's platform emphasizes professionally underwritten assets and brand-driven developments, and its digital investment infrastructure is being designed to enable accredited investors to participate in branded luxury real estate opportunities. Additional details about Travaleo can be found at https://www.travaleo.com/. The original release is available on www.newmediawire.com.
