Genesis Holdings Proposes Restructuring Convertible Debt Into Preferred Equity to Strengthen Balance Sheet

Genesis Holdings, Inc. (OTCID: GNIS) announced on May 19, 2026, that it has begun direct discussions with all holders of its outstanding convertible debt to explore a potential restructuring into long-term preferred equity. The initiative is part of a broader effort to strengthen the Company’s balance sheet, reduce the overall cost of capital, and align its capital structure with its long-term strategic objectives.

Under the framework currently being discussed, Genesis is seeking to convert its outstanding convertible debt into long-term preferred stock with revised terms that would significantly reduce conversion-related dilution and improve the Company’s financial position. If successfully negotiated across all holders, the Company believes this restructuring could result in a materially improved balance sheet, potentially placing Genesis in a net positive equity position.

Additional elements under discussion include potential lock-up provisions and structured leak-out agreements designed to promote long-term alignment between the Company and its capital partners. CEO Oscar Brito stated, ‘We recognize that our capital structure has been a key concern for our common shareholders. We are actively addressing this issue in a thoughtful and proactive manner, with the goal of creating a stronger and more sustainable foundation for the Company.’

Genesis noted that the majority of the existing convertible debt was in place prior to the current management team assuming control. Since that transition, management has maintained ongoing dialogue with debt holders while prioritizing the operational build-out of its core business and strategic partnerships. Brito added, ‘With the foundational elements of our platform now largely in place, and with our strategic partnership initiatives advancing, we are now fully focused on optimizing our capital structure.’

The Company emphasized that this initiative is being undertaken in parallel with the continued execution of its broader business strategy, including the anticipated launch of its first branded real estate investment fund in collaboration with Aurami Capital. Genesis expects to announce further details regarding this initiative within the next 45 to 60 days. The Company believes that completing a balance sheet restructuring ahead of this launch will position Genesis and its partners to engage investors from a position of strength, while also supporting its medium-term objective of pursuing enhanced market positioning and potential uplisting opportunities.

While discussions with debt holders are ongoing and have been described as constructive, Genesis cautioned that there can be no assurance that any or all of the proposed restructuring transactions will be completed, nor that final terms will reflect the current framework under discussion. Recent discussions have also reflected a shift in alignment among certain existing convertible debt holders, who have expressed support for the Company’s strategic direction and the progress made in executing its business plan. Based on initial conversations, some holders have indicated a greater willingness to participate in long-term value creation initiatives, rather than pursuing near-term conversion and liquidation strategies.

‘We are encouraged by the initial conversations and the alignment we are seeing,’ Brito said. ‘While nothing is finalized, we are optimistic about reaching agreements that benefit both the Company and our capital partners, and we expect to provide further updates in the near term.’

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