Noteholders Waive One-third of Outstanding Balances; Legacy Notes Cancelled and Terminated
MIAMI, FL - September 29, 2026 (NEWMEDIAWIRE) - Genesis Holdings, Inc. (OTCID: GNIS) (“Genesis” or the “Company”) today announced that it has completed definitive Debt Exchange Agreements with all seven (7)holders of its legacy convertible promissory notes (the “Legacy Notes”), including all previous holdouts. The holders exchanged their Legacy Notes for shares of the Company’s 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 under them.
The completed exchange follows the Company'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 of the common stock during the five trading days preceding conversion. There is no discount to such closing price. A holder may not convert to the extent that, after conversion, it would beneficially own, together with its affiliates, more than 9.99% of the Company's outstanding common stock, although a holder may increase this limitation upon 61 days' notice to the Company. The Series D Preferred Stock does not carry a dividend unless a material breach occurs. The Company may redeem the Series D Preferred Stock at 120% of stated value during the first 180 days after issuance and at 125% of stated value during the following 180 days.
"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."
Under the Debt Exchange Agreements, each holder agreed not to transfer any Company securities for 30 days following closing and not to convert its Series D Preferred Stock for 60 days following closing, in each case subject to limited exceptions. For six months following the end of the 30-day lock-up, each holder may not transfer on any trading day shares of common stock exceeding 10% of the average daily trading volume for the five preceding trading days. The Company intends to implement these restrictions through instructions to its transfer agent and restrictive legends, as applicable.
Summary of Lock-Up, Leak-Out and Conversion Terms
|
Provision |
Term |
|
30-day lock-up |
For 30 days following closing, a holder may not transfer Company securities beneficially owned by that holder, subject to limited permitted-transfer exceptions. |
|
60-day conversion restriction |
For 60 days following closing, a holder may not convert Series D Preferred Stock into common stock. |
|
Six-month leak-out |
Beginning after the 30-day lock-up and continuing for six months, a holder may not transfer on any trading day shares of common stock exceeding 10% of the average daily trading volume for the five preceding trading days. |
|
Series D conversion terms |
Convertible at the lowest closing bid price during the five trading days preceding conversion, subject to a 9.99% beneficial ownership limitation that the holder may increase on 61 days' notice. |
|
Transfer-agent controls |
The Company intends to implement the contractual restrictions through written transfer-agent instructions and restrictive legends, as applicable. |
Positioned for Travaleo Fund Launches and Miami Expansion
Genesis believes the completion of the restructuring comes at an important time for Travaleo, the Company's wholly owned branded real estate investment and tokenization platform. Travaleo and Aurami Capital are evaluating a potential collaboration relating to one or more proposed private real estate investment vehicles focused on branded luxury real estate opportunities with leading Miami developers, subject to completion of the applicable structures, offering documents, regulatory requirements and investor onboarding processes.
The Company also announced that Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, Miami, Florida, in office space co-located with Aurami Capital. Genesis expects the shared location to facilitate coordination between Travaleo and Aurami Capital as they evaluate potential fund structures, subject to definitive agreements, applicable offering documents and all legal and regulatory requirements.
"Completing this restructuring on the eve of our anticipated fund launches gives us a far stronger foundation for the next phase," 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. These opportunities remain subject to definitive agreements, compliance review and successful launch of the underlying funds."
The Company expects to publish an updated unaudited pro forma balance sheet reflecting the completed exchange and to report the transaction responsibly in its forthcoming financial disclosures. Genesis believes the restructuring materially improves the quality of its capital structure, eliminates the principal source of variable-price dilution associated with the legacy notes, and provides a stronger foundation for its operating and growth initiatives.
About Aurami Capital
Aurami Capital is a real estate investment platform founded by principals of Miami Real Investment. Aurami Capital is preparing a proposed fund, Fund I, focused on branded luxury residential and hospitality properties in South Florida. If launched, Fund I is expected to be offered in a private offering to eligible investors, with Genesis Holdings' Travaleo platform expected to provide tokenization and compliance infrastructure.
About Miami Real Investment
With over 20 years of experience, Miami Real Investment is an established brokerage firm specializing in luxury pre-construction real estate in Miami. The firm has advised VIP clients, public figures and international investors in connection with significant real estate transactions. Miami Real Investment offers a comprehensive, 360-degree approach that includes market analysis, transaction support and coordination with independent tax and legal advisors throughout the property acquisition process.
https://miamirealinvestment.com/
About Travaleo
Travaleo is a real estate investment and tokenization platform wholly owned by Genesis Holdings, Inc. (OTCID: GNIS), focused on identifying and structuring income-producing and development-oriented real estate projects. The platform emphasizes professionally underwritten assets, brand-driven developments and disciplined execution aligned with long-term ownership strategies.
Travaleo's digital investment infrastructure is being designed to enable accredited and otherwise qualified investors to participate in branded luxury real estate opportunities through structured investment vehicles.
X: @Travaleo_
About Genesis Holdings, Inc.
Genesis Holdings is a publicly traded holding company focused on the development, acquisition and management of operating businesses and real-asset-related initiatives. The Company emphasizes disciplined capital allocation, sound governance practices and long-term value creation for shareholders.
X: @regnisnyc
Investor Contact: Oscar Brito, oscar.brito@gbscapital.com
Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical in nature, including statements containing words such as "anticipate," "expect," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will" and similar expressions, are intended to identify forward-looking statements.
Forward-looking statements in this release include statements concerning the expected effects of the exchange on the Company's capital structure, the accounting treatment of the exchange and the Series D Preferred Stock, the Company's ability to comply with the covenants in the Certificate of Designation, the proposed Travaleo and Aurami Capital funds, and the Company's operating and growth plans. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including dilution to existing shareholders from conversions of the Series D Preferred Stock at a conversion price that varies with the market price of the common stock; increases in the stated value, conversion discount and dividend on the Series D Preferred Stock upon a material breach; restrictions on future financings resulting from the most-favored-nation provisions of the Series D Preferred Stock; sales of common stock by the Series D holders following the expiration of the lock-up and leak-out periods; the failure to complete contemplated fund offerings or other transactions; dependence on third parties, including Aurami Capital; regulatory uncertainty relating to tokenized securities; general economic and business conditions; market, competitive, regulatory and technological factors; the availability and cost of capital; limited operating history; and other risks discussed in the Company's disclosures filed with OTC Markets.
Forward-looking statements speak only as of the date made. Readers are cautioned not to place undue reliance on them. Genesis Holdings assumes no obligation and does not intend to update or revise these forward-looking statements as a result of new information, future events or otherwise, except as required by law.
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