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 outstanding balance into shares of newly designated Series D Preferred Stock. This marks the finalization of Phase I of the balance sheet restructuring initiative first announced in May 2026.
The restructuring significantly improves the company's financial position. As of June 30, 2026, the pro forma balance sheet 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. Total liabilities were reduced to approximately $42,745 from convertible debt and other current liabilities previously carried.
CEO Oscar Brito stated, "This restructuring fundamentally cleans up our balance sheet. 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."
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 to bring branded luxury real estate investment opportunities to market through structured, digitally structured fund offerings. The company is looking to launch its first two funds under the Travaleo / Aurami Capital partnership within the next 45 days.
The pro forma balance sheet shows cash and cash equivalents of $3,412 and total assets of $944,296. Stockholders' equity includes Series D preferred stock of $1,000, common stock of $9,450, additional paid-in capital of $3,339,741, and an accumulated deficit of $2,213,215. The figures are unaudited and presented for illustrative purposes only.
Genesis Holdings believes that having substantially completed its balance sheet restructuring ahead of these anticipated launches will allow the company and its partners to approach investors from a stronger financial position. The company cautioned that while the exchange transactions 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.
For more information about the company and its partners, visit Aurami Capital, Miami Real Investment, Travaleo, and Genesis Holdings.
