Curated News
By: NewsRamp Editorial Staff
September 29, 2026
Genesis Holdings Completes Debt Exchange with All Legacy Noteholders
TLDR
- Genesis Holdings eliminated all legacy convertible notes, strengthening its capital structure and positioning itself for real estate fund launches in Miami.
- Genesis Holdings exchanged all legacy convertible notes for Series D Preferred Stock, with noteholders waiving one-third of balances and agreeing to lock-up and leak-out terms.
- Genesis Holdings' debt restructuring supports future real estate investment opportunities in Miami, potentially benefiting the local economy and community.
- Genesis Holdings completed a debt exchange with all seven legacy noteholders, replacing convertible notes with Series D Preferred Stock and preparing for Travaleo fund launches.
Impact - Why it Matters
This news matters because it removes a significant overhang from Genesis Holdings’ balance sheet. By exchanging all legacy convertible notes for Series D Preferred Stock and securing a one-third waiver of outstanding balances, the company eliminates the principal source of variable-price dilution that often plagues micro-cap companies. The lock-up, leak-out, and conversion restrictions also provide near-term stability for the share price. For investors, this reduces the risk of sudden, massive dilution and signals that noteholders are aligned with the company’s future. The restructuring clears the way for Genesis to focus on its Travaleo tokenization platform and potential real estate fund launches with Aurami Capital in Miami. If successful, these initiatives could position Genesis at the intersection of real estate and digital assets, a growing sector. However, risks remain, including future dilution from Series D conversions and the speculative nature of the proposed funds. Overall, this is a critical step that could restore investor confidence and enable Genesis to pursue growth opportunities from a stronger financial foundation.
Summary
Genesis Holdings, Inc. (OTCID: GNIS) has completed definitive Debt Exchange Agreements with all seven holders of its legacy convertible promissory notes, including previous holdouts. The noteholders exchanged their Legacy 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. The 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 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 Series D does not carry a 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 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 average daily trading volume. CEO Oscar Brito said, “Completing this exchange with all of our seven (7) legacy noteholders is an important step for Genesis,” adding that it allows the Company to focus on operating initiatives.
The restructuring comes as Genesis’s wholly owned Travaleo platform, a branded real estate investment and tokenization platform, prepares for potential fund launches with Aurami Capital, a real estate investment platform founded by principals of Miami Real Investment. Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital. The companies are evaluating a potential collaboration on private real estate investment vehicles focused on branded luxury real estate opportunities with leading Miami developers. Genesis expects the restructuring to materially improve its capital structure and eliminate the principal source of variable-price dilution associated with the legacy notes. The original release can be viewed on www.newmediawire.com and was distributed via NEWMEDIAWIRE.
Source Statement
This curated news summary relied on content distributed by NewMediaWire. Read the original source here, Genesis Holdings Completes Debt Exchange with All Legacy Noteholders
