Genesis Holdings Completes Debt-to-Equity Restructuring, Converting Majority of Convertible Notes Into Series D Preferred Stock and Eliminating Toxic Conversion Terms

MIAMI, FL - July 6, 2026 (NEWMEDIAWIRE) - Genesis Holdings, Inc. (OTCID: GNIS) (“Genesis” or the “Company”) today announced that it has completed a series of Partial Debt Exchange Agreements with substantially all holders of its outstanding convertible promissory notes, converting two-thirds of each holder’s outstanding balance into shares of newly designated Series D Preferred Stock of the Company.

The completed exchange marks the finalization of Phase I of the balance sheet restructuring initiative Genesis first announced in May 2026, and represents a significant step in capitalizing the Company’s legacy debt and repositioning its capital structure ahead of the next phase of its growth strategy.

“This restructuring fundamentally cleans up our balance sheet,” said Oscar Brito, CEO of Genesis Holdings. “We have taken a substantial majority of our outstanding convertible debt and capitalized it into preferred equity. Just as importantly, in doing so we have eliminated the conversion discounts, price-based kickers, and other dilutive features that came with the legacy convertible notes - which 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 reflects total stockholders’ equity of approximately $901,550, compared to a stockholders’ deficit as of December 31, 2025 - a swing of roughly $3.0 million driven primarily by the capitalization of convertible debt into Series D Preferred Stock. Total liabilities were reduced to approximately $42,745, from convertible debt and other current liabilities previously carried on the Company’s balance sheet.

Pro Forma Balance Sheet Summary

GENESIS HOLDINGS, INC. - PRO FORMA BALANCE SHEET (UNAUDITED) - AS OF JUNE 30, 2026
Assets
Cash and cash equivalents	$3,412
Due from related parties	15,884
Total Current Assets	19,296
Software AG (net of amortization)	925,000
Total Other Assets	925,000
Total Assets	$944,296
Liabilities
Accounts payable	16,495
Convertible notes payable	26,250
Total Liabilities	42,745
Stockholders' Equity
Series A preferred stock	1,000
Series B convertible preferred stock	-
Series C convertible preferred stock	1,075
Series D preferred stock (new)	1,000
Common stock	9,450
Additional paid-in capital	3,339,741
Treasury stock	(200,000)
Dividends declared	(37,500)
Accumulated deficit	(2,213,215)
Total Stockholders' Equity	901,550
Total Liabilities and Stockholders' Equity	$944,295

 

The figures above reflect the Company’s unaudited pro forma balance sheet as of June 30, 2026 and are presented for illustrative purposes only. The pro forma balance sheet has not been audited or reviewed by the Company’s independent accountants, and actual results reported in the Company’s financial statements filed with OTC Markets may differ, potentially materially, from the pro forma figures presented herein. There can be no assurance that the final accounting treatment, valuation, or classification of the Series D Preferred Stock or related transactions will not change as the Company finalizes its financial statements.

“With our capital structure now substantially cleaned up, we are entering the next phase of our business from a position of real strength,” Brito added. “This restructuring was completed ahead of the planned launch of our first digitally structured funds through our partnership with Aurami Capital and Miami Real Investment (MRI), and we believe it positions Genesis and our partners to engage investors from a much stronger footing.”

The restructuring follows the strategic partnership between Travaleo, the Company’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, digitally structured fund offerings.

Although no assurance can be given, the Company is looking to launch its first two funds under the Travaleo / Aurami Capital partnership within the next 45 days. Genesis believes that having substantially completed its balance sheet restructuring ahead of these anticipated launches will allow the Company and its partners to approach investors, including through established relationships with managers in Mexico, from a stronger financial position.

The Company cautioned that while the exchange transactions described in this release have been completed, there can be no assurance regarding the timing or completion of the anticipated fund launches, and actual results may differ materially from current expectations.

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 alone. Aurami Capital combines MRI's proprietary developer access and deal flow with institutional fund structure, regulatory compliance, and digital infrastructure - offering accredited investors access to branded luxury residential and hospitality opportunities in South Florida's most supply-constrained submarkets. 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.

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.

News Source: Genesis Holdings, Inc