Genesis Holdings Completes Debt Restructuring, Converting Convertible Notes to Preferred Stock

Genesis Holdings, Inc. (OTCID: GNIS) announced Monday that it has completed a series of Partial Debt Exchange Agreements with substantially all holders of its outstanding convertible promissory notes, converting two-thirds of each holder’s outstanding balance into shares of newly designated Series D Preferred Stock. The restructuring, first announced in May 2026, marks the finalization of Phase I of the Company’s balance sheet restructuring initiative.

The move addresses the Company’s legacy debt and positions its capital structure for the next phase of growth. By converting a majority of its convertible debt into preferred equity, Genesis has eliminated conversion discounts, price-based kickers, and other dilutive features that were part of the original notes. “This restructuring fundamentally cleans up our balance sheet,” said Oscar Brito, CEO of Genesis Holdings. “We have taken a substantial majority of our outstanding convertible debt and capitalized it into preferred equity. Just as importantly, in doing so we have eliminated the conversion discounts, price-based kickers, and other dilutive features that came with the legacy convertible notes – which materially reduces our go-forward cost of capital and removes a significant overhang for our shareholders.”

As a result of the exchange, the Company’s pro forma balance sheet as of June 30, 2026 reflects total stockholders’ equity of approximately $901,550, compared to a stockholders’ deficit as of December 31, 2025—a swing of roughly $3.0 million driven primarily by the capitalization of convertible debt into Series D Preferred Stock. Total liabilities were reduced to approximately $42,745, from convertible debt and other current liabilities previously carried on the Company’s balance sheet. The pro forma balance sheet, which has not been audited, shows total assets of $944,296, including $925,000 in software net of amortization.

The restructuring follows the strategic partnership between Travaleo, the Company’s wholly owned digital investment platform, and Aurami Capital, announced in April 2026. Under that partnership, Genesis and Aurami Capital have been working together—including with established manager relationships in Mexico—to bring branded luxury real estate investment opportunities to market through structured, digitally structured fund offerings.

Brito added: “With our capital structure now substantially cleaned up, we are entering the next phase of our business from a position of real strength. This restructuring was completed ahead of the planned launch of our first digitally structured funds through our partnership with Aurami Capital and Miami Real Investment (MRI), and we believe it positions Genesis and our partners to engage investors from a much stronger footing.”

Although no assurance can be given, the Company is looking to launch its first two funds under the Travaleo/Aurami Capital partnership within the next 45 days. Genesis believes that having substantially completed its balance sheet restructuring ahead of these anticipated launches will allow the Company and its partners to approach investors, including through established relationships with managers in Mexico, from a stronger financial position.

The Company cautioned that while the exchange transactions described in this release have been completed, there can be no assurance regarding the timing or completion of the anticipated fund launches, and actual results may differ materially from current expectations.

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