Genesis Holdings Finalizes Debt Exchange with All Legacy Noteholders, Paving Way for Travaleo's Miami Expansion

Genesis Holdings, Inc. (OTCID: GNIS) announced on September 29, 2026, that it has completed definitive Debt Exchange Agreements with all seven holders of its legacy convertible promissory notes. The holders exchanged their notes for shares of 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. This 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 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 preferred stock carries no dividend unless a material breach occurs, and the company may redeem shares at 120% of stated value during the first 180 days and at 125% during the following 180 days.

"Completing this exchange with all of our seven 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."

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. The company intends to enforce these through transfer-agent instructions and restrictive legends.

Genesis believes the restructuring materially improves its capital structure and eliminates the principal source of variable-price dilution associated with the legacy notes. The company expects to publish an updated unaudited pro forma balance sheet and report the transaction in forthcoming financial disclosures.

The completion comes at a pivotal time for Travaleo, Genesis's wholly owned branded real estate investment and tokenization platform. Travaleo and Aurami Capital are evaluating a potential collaboration on private real estate investment vehicles focused on branded luxury real estate opportunities with leading Miami developers. Travaleo is establishing its new Miami headquarters at 175 Northwest 7th Street, co-located with Aurami Capital. For more information, visit https://www.travaleo.com/ or https://auramicapital.com/.

"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," Brito added. These opportunities remain subject to definitive agreements, compliance review, and successful launch of the underlying funds.

Aurami Capital, founded by principals of Miami Real Investment, is preparing a proposed 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 Travaleo providing tokenization and compliance infrastructure. Learn more at https://miamirealinvestment.com/.

For Texas businesses and investors, this development highlights the growing intersection of real estate and digital asset infrastructure. Genesis's restructuring could serve as a model for companies seeking to clean up their balance sheets and focus on growth initiatives. The potential fund launches and Miami expansion may also attract interest from Texas-based investors and partners looking to participate in branded luxury real estate opportunities.