Metrospaces, Inc.: change in control and CEO resignation

What happened

• Metrospaces, Inc. reported that on Oct 6, 2026 it entered into a Control Stock Purchase Agreement and related Pledge Agreement under which Villa Magna, LLC (represented by Maria Salinas) acquired 1,643,255 shares of Series B preferred stock from GBS Capital Partners, LLC and 4.5 shares of Series E preferred stock from Oscar Brito. The filing states no common stock was sold and no cash purchase price was payable by the Buyer to the Sellers. The Buyer acquired control effective at 12:00 p.m. Eastern Time on Oct 6, 2026.
• Oscar Brito resigned as Chief Executive Officer and as a member of the board effective at the same time. The filing includes board resolutions naming Maria Salinas chair of the board and acting secretary; Benoît Lebrun director and chief executive officer; Freddy Arciniegas Mejía director and chief financial officer; and René Herzog deputy director of operations.

Key details

• Preferred-share transfers: 1,643,255 Series B shares from GBS and 4.5 Series E shares from Brito; Schedule 1 states the original five Series E shares represent 80% of total voting power and the 4.5 transferred represent 72% of total voting power; 0.5 Series E share held by Shokworks is stated to represent 8% of total voting power. The filing does not reconcile the Buyer’s combined percentage of total voting power after closing.
• Covenants and security: Buyer agreed to submit a complete OTC Markets application within 90 calendar days after closing and to file a reverse stock split corporate-action package with FINRA and any required state filings within 120 calendar days; Buyer pledged the acquired preferred shares to secure these covenants. The filing states no reverse split ratio or effective date was established.
• Corporate actions and claims: Board authorized reconciliation of approximately $600,000 of claimed loans and authorized pursuit of certain fraud and breach-of-contract claims related to Indianapolis investments (the “Covered Claims”); board resolutions state net cash proceeds from Covered Claims are to be applied first to pay and redeem unpaid preferred yield owed to GBS and Brito, with any remainder payable to them. The filing does not specify the unpaid preferred yield amount or fully reconcile allocation terms.
• Transaction mechanics: The Purchase Agreement contemplates transfer to GBS of certain Genesis Holdings preferred stock identified as Genesis Series C in board resolutions, conditioned on documentary proof of issuance and title, valuation, company benefit, corporate approval and any required Genesis consent. The filing does not complete the quantity, material economic terms, value, or whether the conditions were satisfied and the transfer was completed.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 5.01 (changes in control), Item 5.02 (departure of directors and election of directors), and Item 8.01 (other events concerning claims and allocation of proceeds). It describes who sold and who acquired specified preferred shares, timing of the change in control, officer and board resignations and appointments, certain covenants the Buyer agreed to perform, and unresolved or conditional items the filing leaves open.
• This filing does not show why the insider traded or why the company acted.