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 agreed to waive one-third of the outstanding balances. The Legacy Notes have been cancelled and terminated, with no principal, interest, default amounts, or conversion rights remaining. This development matters because it removes a significant source of variable-price dilution that had weighed on the company's capital structure and clears the way for its operating initiatives.
Under the exchange, 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 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 125% during the following 180 days. The agreements include a 30-day lock-up on transfers, a 60-day conversion restriction, and a six-month leak-out limiting daily transfers to 10% of the average daily trading volume. These measures are designed to prevent sudden selling pressure and provide stability as the company moves forward.
CEO Oscar Brito emphasized the importance of the restructuring: “Completing this exchange with all of our seven (7) 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. We appreciate their support, and we believe the exchange allows the Company to focus on its operating initiatives.” The completion follows the company's June 2026 announcement of an initial debt-exchange framework.
The timing is critical because Genesis's wholly owned subsidiary, Travaleo, is preparing for fund launches and a Miami expansion. Travaleo is a branded real estate investment and tokenization platform. The company announced that 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. Additionally, Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital. Brito noted, “Completing this restructuring on the eve of our anticipated fund launches gives us a far stronger foundation for the next phase. 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.”
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. If launched, the fund is expected to be offered privately to eligible investors, with Travaleo providing tokenization and compliance infrastructure. More information about Aurami Capital can be found at https://auramicapital.com/, and Miami Real Investment at https://miamirealinvestment.com/. Travaleo's platform details are available at https://www.travaleo.com/.
The restructuring materially improves Genesis's capital structure by eliminating the legacy notes and their associated dilution. The company expects to publish an updated unaudited pro forma balance sheet and report the transaction in its forthcoming financial disclosures. While the exchange strengthens the foundation, risks remain, including potential dilution from future conversions of the Series D Preferred Stock, restrictions on future financings, and the failure to complete contemplated fund offerings. Nevertheless, the completion of the debt exchange marks a pivotal step for Genesis as it seeks to advance its real estate tokenization initiatives and growth plans.
