MIAMI, FL - May 19, 2026 (NEWMEDIAWIRE) - Genesis Holdings, Inc. (OTCID: GNIS) (“Genesis” or the “Company”) today announced that it has begun direct discussions with all holders of its outstanding convertible debt to explore a potential restructuring into long-term preferred equity.

The initiative is part of a broader effort to strengthen the Company’s balance sheet, reduce the overall cost of capital, and align its capital structure with its long-term strategic objectives.

Under the framework currently being discussed, Genesis is seeking to convert its outstanding convertible debt into long-term preferred stock with revised terms that would significantly reduce conversion-related dilution and improve the Company’s financial position. If successfully negotiated across all holders, the Company believes this restructuring could result in a materially improved balance sheet, potentially placing Genesis in a net positive equity position.

Additional elements under discussion include potential lock-up provisions and structured leak-out agreements designed to promote long-term alignment between the Company and its capital partners.

“We recognize that our capital structure has been a key concern for our common shareholders,” said Oscar Brito, CEO of Genesis Holdings. “We are actively addressing this issue in a thoughtful and proactive manner, with the goal of creating a stronger and more sustainable foundation for the Company.”

Genesis noted that the majority of the existing convertible debt was in place prior to the current management team assuming control. Since that transition, management has maintained ongoing dialogue with debt holders while prioritizing the operational build-out of its core business and strategic partnerships.

“With the foundational elements of our platform now largely in place, and with our strategic partnership initiatives advancing, we are now fully focused on optimizing our capital structure,” Brito added.

The Company emphasized that this initiative is being undertaken in parallel with the continued execution of its broader business strategy, including the anticipated launch of its first branded real estate investment fund in collaboration with Aurami Capital. Genesis expects to announce further details regarding this initiative within the next 45 to 60 days.

The Company believes that completing a balance sheet restructuring ahead of this launch will position Genesis and its partners to engage investors from a position of strength, while also supporting its medium-term objective of pursuing enhanced market positioning and potential uplisting opportunities.

While discussions with debt holders are ongoing and have been described as constructive, Genesis cautioned that there can be no assurance that any or all of the proposed restructuring transactions will be completed, nor that final terms will reflect the current framework under discussion.

Recent discussions have also reflected a shift in alignment among certain existing convertible debt holders, who have expressed support for the Company’s strategic direction and the progress made in executing its business plan. Based on initial conversations, some holders have indicated a greater willingness to participate in long-term value creation initiatives, rather than pursuing near-term conversion and liquidation strategies.

“We are encouraged by the initial conversations and the alignment we are seeing,” Brito said. “While nothing is finalized, we are optimistic about reaching agreements that benefit both the Company and our capital partners, and we expect to provide further updates in the near term.”

About Aurami Capital

Aurami Capital is a real estate investment platform focused on branded luxury residential and hospitality opportunities and operates as a subsidiary of Miami Real Investment.

https://auramicapital.com/
info@auramicapital.com

About Miami Real Investment (MRI)

With over 20 years of experience, Miami Real Investment is a leading brokerage firm specializing in branded luxury pre-construction real estate in Miami. With a track record of handling transactions for VIP clients, F1 drivers, public figures, and international investors, Miami Real Investment offers unmatched expertise and dedicated service, ensuring client satisfaction at every step of the buying process. The company offers a 360 approach, including investment portfolio design, market analysis, tax planning, and legal advice from top real estate lawyers.

https://miamirealinvestment.com/
info@miamirealinvestment.com

About Travaleo

Travaleo is a branded real estate investment and development platform wholly owned by Genesis Holdings, Inc. (OTC: GNIS), focused on identifying, structuring, and managing 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 enables accredited investors to participate in curated branded luxury real estate opportunities through structured investment vehicles designed to enhance transparency, efficiency, and investor access.

https://www.travaleo.com/
X: @Travaleo_
invest@travaleo.com

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.

https://www.regen.digital/
X: @regnisnyc

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: general economic and business conditions, competitive and technological factors, markets, services, products and prices, the failure to retain management and/or key employees, availability and cost of capital, success of growth initiatives, limited operating history, failure to successfully close any proposed transactions, failure to raise sufficient capital, failure to file any required filings properly, and other risks discussed in the Company’s filings with the OTC Markets.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Genesis Holdings assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

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