Genesis Holdings, Inc. (OTCID: GNIS) announced the completion of a series of Partial Debt Exchange Agreements with substantially all holders of its outstanding convertible promissory notes, converting two-thirds of each holder's balance into shares of newly designated Series D Preferred Stock. This restructuring, first announced in May 2026, represents Phase I of the company's balance sheet overhaul and is intended to strengthen its capital structure for future growth.
CEO Oscar Brito emphasized that the restructuring eliminates conversion discounts, price-based kickers, and other dilutive features that were part of the legacy convertible notes. 'We have taken a substantial majority of our outstanding convertible debt and capitalized it into preferred equity,' Brito said. 'This 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, shows total stockholders' equity of approximately $901,550, compared to a stockholders' deficit as of December 31, 2025—a swing of roughly $3.0 million. Total liabilities were reduced to approximately $42,745, from convertible debt and other current liabilities previously carried. The pro forma figures are unaudited and may differ from final financial statements.
The restructuring follows the strategic partnership between Travaleo, Genesis'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 fund offerings. Brito noted that the balance sheet cleanup positions the company strongly for the planned launch of its first two digitally structured funds through the partnership with Aurami Capital and Miami Real Investment (MRI) within the next 45 days, although no assurance can be given regarding timing or completion.
About Aurami Capital: Aurami Capital is an institutional-grade luxury real estate investment platform and a subsidiary of Miami Real Investment (MRI), one of South Florida's most active luxury real estate advisory firms with 21 years of market leadership and over $1 billion in branded luxury transactions in the past four years. Aurami Capital combines MRI's proprietary developer access and deal flow with institutional fund structure, regulatory compliance, and digital infrastructure. Fund I is offered under Reg D 506(c) and Reg S, with JPMorgan Chase serving as fund custodian and Genesis Holdings' Travaleo platform providing the underlying digital platform and compliance infrastructure. More information is available at https://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. The company offers a 360 approach, including investment portfolio design, market analysis, tax planning, and legal advice. More information is available at https://miamirealinvestment.com.
About Travaleo: Travaleo is a branded real estate investment and development platform wholly owned by Genesis Holdings, Inc., focused on identifying, structuring, and managing income-producing and development-oriented real estate projects. Its digital investment infrastructure enables accredited investors to participate in curated branded luxury real estate opportunities. More information is available at https://www.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. More information is available at https://www.regen.digital.
Forward-looking statements: This press release contains forward-looking statements subject to risks and uncertainties. Actual results may differ materially from those expressed or implied. Genesis Holdings assumes no obligation to update these statements.
