ROBS Company Issuing Preferred Stock

[401 Chaos]

Company recently established using a ROBS (not our client and we aren't directly involved) is doing well and has potential investor.  The investor would like to invest in exchange for issuance of preferred stock.  The ROBS company has apparently told investor that because the ROBS 401(k) holds shares in the company, the company cannot issue preferred stock.  Instead, they have proposed a temporary workaround whereby they will issue a debt instrument (loan agreement with de minimis interest) that will convert to preferred stock within 180 days.

Investor has asked us generally if that makes sense.  We don't work with ROBS and have suggested they need to find experienced counsel if they want to proceed but just curious with all of this but, in interim, just curious if this is a common ROBS issue.  And, if so, does the work-around really solve for it?  Thanks