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On 08/06/2025, The Steven Scopellite 2021 IRR, trustee Michael Canarick and grantor Steven Scopellite filed a Schedule 13D on Aureus Greenway Holdings Inc. (CUSIP 05156D102, symbol AGH). The trust bought 650,000 common shares at $0.975 (cost $633,750), equal to 4.4 % of the 14.6 M common shares outstanding. It also acquired 10 M Series A preferred shares at $0.01 (cost $100,000). While the preferred stock is non-convertible, each share carries 20 votes.
Because the trust is the sole holder of the preferred class, it controls 200 M preferred votes plus 650 k common votes, or roughly 93.5 % of AGH’s 214.6 M total voting power. Funding was personal; the stated purpose is passive investment and the filers disclose no current plans to change AGH’s strategy, capitalization or governance. No additional contracts, arrangements, or recent trades were reported. The filing effectively confirms that operational control of AGH now rests with the trust despite its limited economic stake, raising material corporate-governance considerations for minority shareholders.
Aureus Greenway Holdings Inc. (AGH) has filed a Form S-1 to register up to 92.0 M shares—equal to roughly 86 % of current outstanding stock—for resale by July-2025 private-placement investors and placement agents. The resale shelf covers 729 k already-issued common shares plus shares underlying 29.2 M pre-funded warrants ($0.001 strike), 59.8 M five-year common warrants (A $1.00; B $1.25) and 2.4 M placement-agent warrants ($1.00). AGH receives no proceeds from the resale itself but would collect up to $69.6 M in cash if all warrants are exercised.
The July-25-2025 private placement supplied $26 M in gross proceeds at $0.87 per unit. Cash climbed to $8.3 M at 31-Mar-2025, pushing total assets to $12.8 M and trimming debt to zero; Q1-25 net income was $0.27 M. Full-year 2024 revenue slipped 7 % YoY to $3.30 M, flipping to a $0.18 M net loss from a $0.39 M profit in 2023.
Key risks: 1) On 6-May-2025 Nasdaq notified AGH that its bid price had stayed below $1.00 for 30 business days; the company has until 3-Nov-2025 (or potentially 1-May-2026) to cure or face delisting. 2) The Steven Scopellite 2021 trust controls 93.5 % of voting power via 10 M Series A preferred shares. 3) Massive resale could pressure share price and dilute existing holders; many selling shareholders acquired stock below current $2.48 market price. A 1.25-for-1 reverse split was effected 12-Jun-2024.
The company operates two Orlando-area golf country clubs and qualifies as an emerging-growth, smaller-reporting and controlled company under SEC and Nasdaq rules.