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 of the exchange, first announced as a framework in June 2026, marks a significant restructuring for the company. According to CEO Oscar Brito, "Completing this exchange with all of our seven legacy noteholders is an important step for Genesis. Our investors worked with us constructively, agreeing to waive one-third of the amounts owed and to replace the Legacy Notes with preferred stock." The company believes the exchange allows it to focus on operating initiatives and materially improves the quality of its capital structure by eliminating the principal source of variable-price dilution associated with the legacy notes.
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. The conversion is subject to a 9.99% beneficial ownership limitation, which a holder may increase upon 61 days' notice. The preferred stock does not carry a dividend unless a material breach occurs. Genesis may redeem the Series D Preferred Stock at 120% of stated value during the first 180 days after issuance and at 125% during the following 180 days.
The agreements include a 30-day lock-up on transfers of company securities, a 60-day restriction on conversions, and a six-month leak-out provision 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 expects the restructuring to support its wholly owned subsidiary Travaleo, a real estate investment and tokenization platform. 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 also establishing a new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital. 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."
For more information, visit https://www.travaleo.com/ and https://auramicapital.com/. The original release is available at www.newmediawire.com.
