Genesis Holdings Swaps All Legacy Notes for Series D Preferred Stock

• Genesis Holdings completed debt-exchange agreements with all seven holders of its legacy convertible notes, including previous holdouts; the notes were cancelled with no remaining principal, interest, default amounts or conversion rights.
• Noteholders exchanged the notes for Series D Preferred Stock and waived one-third of the outstanding amounts owed.
• Series D shares have a $1 stated value and may convert into common stock at the lowest closing bid price during the five preceding trading days, subject to a 9.99% ownership cap. Dividends generally do not apply; Genesis may redeem shares at 120% or 125% of stated value during the first year.
• Holders agreed to a 30-day transfer lock-up and a 60-day conversion restriction. For the following six months, daily common-stock transfers are capped at 10% of the preceding five-day average trading volume.
• Genesis says the restructuring removes the main source of variable-price dilution from the legacy notes and expects to publish an updated unaudited pro forma balance sheet.
• Travaleo, Genesis’s real-estate investment and tokenization platform, is evaluating potential branded luxury real-estate funds with Aurami Capital. Travaleo is establishing a Miami headquarters alongside Aurami, but any funds remain subject to agreements, regulatory requirements and investor onboarding.

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