Aureus Greenway Holdings , Inc. Announces Closing of Twenty-Six Million Dollar Private Placement Priced At-The Market under Nasdaq Rules

Rhea-AI Summary

Aureus Greenway Holdings (NASDAQ:AGH), a Florida-based golf country club operator, has completed a $26 million private placement offering priced at $0.87 per unit. The offering included 29,885,057 units, each consisting of common stock (or pre-funded warrants) and two types of common warrants.

The warrants include Common Warrant A with a $1.00 exercise price and Common Warrant B with a $1.25 exercise price, both exercisable for five years. The company plans to use the proceeds for working capital and general corporate purposes. Revere Securities and Dominari Securities served as co-placement agents for the offering.

Positive

• Secured significant funding of $26 million through private placement
• Warrants provide potential for additional future capital through exercise
• Five-year warrant term offers long-term financing flexibility

Negative

• Significant dilution potential with issuance of 29.9M shares and 59.8M warrants
• Offering priced at $0.87 per unit may pressure current stock price
• Securities issued are restricted and not immediately tradeable

Insights

Financial Analyst

Aureus Greenway secures $26M through private placement, significantly strengthening its cash position while diluting existing shareholders.

Aureus Greenway Holdings has completed a $26 million private placement with accredited and institutional investors, priced at $0.87 per unit. This capital raise includes issuing 29.9 million shares of common stock (or pre-funded warrants), plus equal numbers of two types of warrants that could potentially be converted to additional shares. The structure is complex but strategic - each unit combines stock with warrants exercisable at $1.00 and $1.25 per share over a five-year period.

The pricing at $0.87 per unit appears to be at-the-market, which typically signals fair valuation under current market conditions. However, the substantial 29.9 million share issuance will significantly dilute existing shareholders. This dilution is the immediate trade-off for strengthening the company's balance sheet.

More concerning is the potential for future dilution through the warrants. If all warrants are eventually exercised, the company would issue an additional 59.8 million shares, though this would bring in approximately $67.3 million in additional capital ($29.9 million at $1.00 and $37.4 million at $1.25).

The stated use of proceeds for "working capital and general corporate purposes" lacks specificity, which prevents investors from evaluating how effectively this capital might generate returns. For a golf course operator in Florida, this could range from facility improvements to potential acquisitions of additional properties, but the vague description offers little clarity on strategic direction.

The involvement of two co-placement agents (Revere Securities and Dominari Securities) for a $26 million raise suggests the company likely paid significant fees to secure this funding, further reducing the net proceeds available for operations.

Kissimmee, FL, July 25, 2025 (GLOBE NEWSWIRE) -- Aureus Greenway Holdings Inc. (the “Company”, “Aureus Greenway”, “we”, “us”, “our”) (Nasdaq: AGH), an owner and operator of daily fee golf country clubs in the state of Florida, today announced the closing of its previously announced brokered private placement offering with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a "Common Warrant") to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million, before deducting fees and offering expenses.

As part of the offering, the Company issued a combination of 29,885,057, shares of common stock (or Pre-funded Warrants in lieu thereof), common warrants A to purchase 29,885,057 shares of common stock, and common warrants B to purchase 29,885,057 shares of common stock. Each Pre-funded Warrant entitles the holder to acquire one share of common stock at an exercise price of $0.0001 per share, each common warrant A is immediately exercisable and entitles the holder to acquire one share of common stock at an exercise price of $1.00 per share, for a period of five years following the closing of the Offering and each common warrant B is immediately exercisable and entitles the holder to acquire one share of common stock at an exercise price of $1.25 per share, for a period of five years following the closing of the Offering.

The Company intends to use the proceeds from the offering for working capital and general corporate purposes.

Revere Securities LLC and Dominari Securities LLC acted as co-placement agents for the Offering.

The securities offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock and shares underlying the Pre-funded Warrants and Common Warrants to be issued in the private placement. Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing of the private placement, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

About Aureus Greenway Holdings Inc.

Aureus Greenway Holdings Inc. (Nasdaq: AGH), owns and operates daily fee golf country clubs in the state of Florida that are designed to appeal to a wide-ranging population. The combination of our strategic locations and approachable golf-courses attracts both local and tourist demographics, allowing us to offer a variety of golf experiences while capturing a broad share of discretionary leisure spending. For more information, please visit our website at www.aureusgreenway.com.

Forward-Looking Statements

This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Aureus Greenway’s Annual Report on Form 10-K for the year ended December 31, 2024, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties.. Aureus Greenway does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as required by law.

Contact:
Aureus Greenway Holdings Inc.
aureus@golfkissimmeebay.com

FAQ

How much did Aureus Greenway Holdings (AGH) raise in their July 2025 private placement?

Aureus Greenway Holdings raised $26 million in gross proceeds through a private placement priced at $0.87 per unit.

What are the terms of AGH's warrants issued in the July 2025 private placement?

The offering included two types of warrants: Common Warrant A with a $1.00 exercise price and Common Warrant B with a $1.25 exercise price, both exercisable for 5 years.

How many shares and warrants did Aureus Greenway Holdings issue in the private placement?

AGH issued 29,885,057 shares (or pre-funded warrants) along with 29,885,057 Common Warrants A and 29,885,057 Common Warrants B.

How will Aureus Greenway Holdings use the proceeds from the private placement?

The company intends to use the proceeds for working capital and general corporate purposes.

Who were the placement agents for AGH's private placement?

Revere Securities LLC and Dominari Securities LLC acted as co-placement agents for the offering.