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 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 removes a significant source of variable-price dilution that had weighed on the company's capital structure, potentially improving its ability to execute on operating initiatives and pursue growth opportunities.
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 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. The exchange also includes a 30-day lock-up on transfers, a 60-day conversion restriction, and a six-month leak-out limiting daily transfers to 10% of average daily trading volume. These terms are designed to prevent sudden market flooding and provide stability.
CEO Oscar Brito commented, "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 restructuring is expected to materially improve the quality of the company's capital structure, as noted in the announcement.
The timing is critical as Genesis prepares for anticipated fund launches through 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 properties with leading Miami developers. Travaleo is also establishing a new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital, to facilitate coordination. Brito added, "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."
For more information on Aurami Capital, visit https://auramicapital.com/. Details about Miami Real Investment are available at https://miamirealinvestment.com/. Travaleo's platform can be explored at https://www.travaleo.com/. Genesis Holdings' website is https://www.regen.digital/.
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. While the restructuring reduces dilution risk, forward-looking statements caution about potential dilution from future conversions, regulatory uncertainties related to tokenized securities, and dependence on third parties. Nevertheless, the completion of the exchange marks a pivotal step in Genesis's efforts to strengthen its financial position and focus on its real estate and tokenization ventures.
