UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 6, 2026
| Aureus
Greenway Holdings Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
001-42507 |
|
99-0418678 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2995
Remington Boulevard
Kissimmee,
Florida |
|
34744 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (407) 344 4004
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
AGH |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Merger
Agreement
Overview
On
March 8, 2026, Aureus Greenway Holdings Inc., a Nevada corporation (“Parent” or the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Parent, Aureus Merger Sub Inc.,
a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), Autonomous Power Corporation,
a Delaware corporation (“Target”), and Andrew Fox, solely in his capacity as the representative, agent and attorney-in-fact
of the stockholders of Target (the “Stockholder Representative”). The Merger Agreement provides for, among other things,
the merger of Merger Sub with and into Target (the “Merger”), with Target surviving as a wholly owned subsidiary of
Parent (the “Surviving Company”), on the terms and subject to the conditions set forth in the Merger Agreement.
Merger
Consideration
At
the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any further action on
the part of any party, each share of common stock of Target (“Target Common Stock”) issued and outstanding immediately
prior to the Effective Time (other than excluded shares held by Target (in treasury or otherwise), a subsidiary of Target, or Parent
or any of its affiliates) will be cancelled and automatically converted into the right to receive shares of common stock of Parent, par
value $0.001 per share (“Parent Common Stock”) subject to the exchange ratio of 599.18229 (the “Exchange
Ratio”). No fractional shares of Parent Common Stock will be issued in connection with the Merger; any fractional shares will
be rounded up to the nearest whole share.
Each
outstanding and unexercised Target stock option, whether vested or unvested, will be assumed by Parent at the Effective Time and automatically
converted into a stock option to acquire Parent Common Stock on substantially the same terms and conditions, with the number of shares
subject to such option and the per share exercise price adjusted based on the Exchange Ratio, in each case in a manner consistent with
the requirements of Section 409A (and, as applicable, Section 422) of the Internal Revenue Code of 1986, as amended (the “Code”).
Each outstanding Target warrant will similarly be assumed by Parent at the Effective Time and converted into a warrant to acquire Parent
Common Stock, with the number of shares and exercise price adjusted based on the Exchange Ratio. No fractional shares of Parent Common
Stock will be subject to stock options or warrants assumed by Parent in connection with the Merger; any fractional shares will be rounded
up to the nearest whole share.
Earn-Out
In
addition to the Merger Consideration, the former stockholders of Target will be entitled to receive an additional 42,500,000 shares of
Parent Common Stock (the “Earn-Out Shares”) upon the achievement of certain milestones (each, an “Earn-Out
Triggering Event”) during the earn-out period specified in the Merger Agreement (the “Earn-Out Period”).
As set forth in the Merger Agreement, the Earn-Out Shares will be increased to 50,000,000 shares of Parent Common Stock in the event
that the Company PIPE (as defined in the Merger Agreement) is consummated prior to the Closing. The Earn-Out Shares are issuable in up
to five tranches upon the occurrence of the applicable Earn-Out Triggering Events, as set forth more fully in the Merger Agreement.
Representations,
Warranties and Covenants
The
Merger Agreement contains customary representations and warranties made by each of Parent, Merger Sub, and Target. The Merger Agreement
also contains customary covenants of each of Parent, Merger Sub and Target, including customary operating restricting Target and Parent
from taking certain actions outside the ordinary course of business between the date of the Merger Agreement and the Effective Time,
subject to certain exceptions. The representations and warranties contained in the Merger Agreement do not survive the Effective Time.
Conditions
to Closing
The
consummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the
effectiveness of a registration statement on Form S-4 to be filed by Parent with the U.S. Securities and Exchange Commission (the “SEC”)
to register shares of Parent Common Stock to be issued in the Merger; (ii) the mailing to Parent’s stockholders of an information
statement on Schedule 14C pursuant to Regulation 14C (the “Information Statement”) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) describing the Parent Voting Matters (as defined below); (iii) the receipt
of the required approval of Target’s stockholders; (iv) the receipt of the required approval of Parent’s stockholders with
respect to certain matters related to the Merger (the “Parent Voting Matters”); (v) the approval for listing on the
Nasdaq Stock Market LLC (“Nasdaq”) of the shares of Parent Common Stock to be issued in connection with the Merger;
(vi) the absence of any law, order, or injunction prohibiting consummation of the Merger; (vii) the accuracy of the representations and
warranties of the other party (subject to certain materiality qualifiers) and material compliance by the other party with its covenants
and agreements under the Merger Agreement; (viii) the absence of a material adverse effect with respect to either party; and (ix) the
consummation of the Parent Financing (as defined below).
Board
of Directors and Management
As
of the Effective Time, the board of directors of Parent (the “NewCo Board”) will be reconstituted and will consist
of five directors selected by Target. The NewCo Board will include Andrew Fox among such directors. Officers of the combined company
are expected to include Andrew Fox as Chief Executive Officer and Chair of the Newco Board; Brett Velicovich as President and
Chief Operating Officer; Ed Jordan as Chief Financial Officer; Ziv Marom as Chief Technology Officer; and Jim Biehl as Chief Legal Officer.
Lock-Up
and Leak-Out Agreements
Simultaneously
with the execution and delivery of the Merger Agreement, certain significant stockholders of Target (the “Company Significant
Holders”) entered into lock-up agreements with Parent (each, a “Lock-Up Agreement”), which will become effective
as of the Closing. Simultaneously with the execution of the Merger Agreement, certain significant stockholders of Parent (the “Parent
Significant Holders”) entered into leak-out agreements with Parent (each, a “Leak-Out Agreement”), which
will also become effective as of the Closing. The Lock-Up Agreements and Leak-Out Agreements restrict the sale and transfer of Parent
Common Stock held by the respective parties for the periods or under the market conditions specified therein.
Termination
The
Merger Agreement may be terminated prior to the Effective Time under specified circumstances set forth therein, including: (i) by mutual
written consent of Parent and Target; (ii) by either party if the Merger has not been consummated by December 31, 2026 (the “End
Date”), subject to certain conditions and extensions; (iii) by either party if any governmental authority has issued a final,
non-appealable order permanently enjoining or prohibiting the consummation of the Merger, subject to certain conditions; (iv) by either
party if the required approval of the other party’s stockholders has not been obtained and provided to the other party; (v) by
Parent, if Target has materially breached any of its representations, warranties or covenants, subject to a 30-day cure period and certain
conditions; or (vi) by Target, if Parent or Merger Sub has materially breached any of their respective representations, warranties or
covenants, subject to a 30-day cure period and certain conditions.
Tax
Treatment
The
Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Merger Agreement
has been adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Private
Placement
Overview
In
connection with the Merger Agreement, and prior to the execution thereof,
on March 6, 2026, Parent entered into the following definitive agreements in connection with a private placement (the “Private
Placement” or “Parent Financing”) of its securities: (i) a securities purchase agreement (the “Securities
Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”); (ii) a registration
rights agreement (the “Registration Rights Agreement”) with the Purchasers and the holders of the Placement Agent
Warrants (as defined below); and (iii) a placement agent agreement (the “Placement Agent Agreement”) with Dominari
Securities LLC, as placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as
placement agent on a “best efforts” basis in connection with the Private Placement. Parent expects to receive gross proceeds
of approximately $9.0 million from the Private Placement, before deducting Placement Agent fees and other offering expenses. The consummation
of the Private Placement is a condition to the obligations of Target to effect the Merger.
Securities
Pursuant
to the Securities Purchase Agreement, Parent agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from Parent,
up to an aggregate of approximately $9.0 million of (i) shares of Parent Common Stock (the “Shares”) and/or (ii) pre-funded
common stock purchase warrants (the “Pre-Funded Warrants”) to purchase shares of Parent Common Stock (“Warrant
Shares”), in each case pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506 promulgated thereunder. To the extent that a Purchaser’s purchase of Shares would cause such Purchaser (together with
its affiliates and attribution parties) to exceed the Beneficial Ownership Limitation (as defined below), such Purchaser may elect to
purchase Pre-Funded Warrants in lieu of Shares.
Purchase
Price and Pre-Funded Warrants
The
per share purchase price for the Shares is $3.00 (less $0.001 for each Pre-Funded Warrant purchased by a Purchaser), in each case subject
to adjustment for stock splits, stock dividends, stock combinations and other similar transactions of Parent Common Stock occurring after
the date of the Securities Purchase Agreement, and subject to stockholder approval if the total offering would constitute an issuance
of 20% or more of Parent’s outstanding common stock at a price below the Minimum Price (the “Per Share Purchase Price”).
The Pre-Funded Warrants are immediately exercisable, have a nominal exercise price of $0.001 per share (which has been pre-funded in
full), and will expire only when exercised in full. Each Purchaser is subject to a beneficial ownership limitation of 4.99% (or, at the
election of a Purchaser prior to issuance, 9.99%) of the shares of Parent Common Stock outstanding immediately after giving effect to
any exercise. The Pre-Funded Warrants are subject to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations
and similar events, as well as standard fundamental transaction protections.
Escrow;
Closing Condition
Certain
of the Purchasers have deposited their subscription amounts with Continental Stock Transfer & Trust Company, as escrow agent
(the “Escrow Agent”), pursuant to an Escrow Agreement among Parent, the Escrow Agent, and the Placement Agent. The
Closing of the Private Placement is conditioned upon, among other things, the execution and delivery of a binding and definitive agreement
between Parent and Target governing the acquisition or merger by and between Parent and the Target in form and substance satisfactory
to the Company, which has been satisfied on March 8, 2026 upon execution and delivery of the Merger Agreement.
Placement
Agent
Pursuant
to the Placement Agent Agreement, Dominari Securities LLC is acting as placement agent on a “best efforts” basis in connection
with the Private Placement. Parent agreed to pay the Placement Agent (i) a cash placement commission of 8.0% of the aggregate gross proceeds
received in the Private Placement and (ii) warrants to purchase shares of Parent Common Stock in a number equal to 8.0% of the aggregate
number of Shares (and, in the case of Pre-Funded Warrants, the shares underlying such warrants) sold in the Private Placement (the “Placement
Agent Warrants”), with the Placement Agent Warrants to be immediately exercisable at an exercise price of $3.00 per share and
to expire five (5) years from the date of issuance. Parent also agreed to reimburse the Placement Agent for reasonable legal fees and
disbursements of Placement Agent’s counsel of up to $125,000, as well as certain other customary offering expenses. Parent has
granted the Placement Agent a right of first refusal to act as sole book-running manager, underwriter, placement agent or financial advisor
for any and all future equity or equity-linked offerings of Parent for a period of 12 months following the Closing of the Private Placement.
Placement
Agent Warrants
Pursuant
to the Placement Agent Agreement, at the Closing of the Private Placement, the Company will issue to the Placement Agent (or its designees)
warrants (the “Placement Agent Warrants”) to purchase up to 240,774 shares of Parent Common Stock (the “Placement
Agent Warrant Shares”). The Placement Agent Warrants will be immediately exercisable upon issuance at an exercise price of
$3.00 per share and will expire five (5) years from the date of issuance, on March 6, 2031. The Placement Agent Warrants may be exercised
on a cashless basis if, at the time of exercise, there is no effective registration statement registering the resale of the Placement
Agent Warrant Shares. The Placement Agent Warrants are subject to a beneficial ownership limitation of 4.99% of the outstanding shares
of Parent Common Stock immediately after giving effect to any exercise (which may be increased to 9.99% upon 61 days’ prior written
notice to the Company). The Placement Agent Warrants are subject to customary adjustments for stock splits, stock dividends, stock combinations,
recapitalizations, and similar events, as well as standard fundamental transaction protections.
Registration
Rights
Pursuant
to the Registration Rights Agreement, Parent agreed to file a registration statement on Form S-3 (or, if Form S-3 is not then available,
on another appropriate form) to register the resale of the Shares, the Warrant Shares and the Placement Agent Warrant Shares (collectively,
the “Registrable Securities”) within 30 calendar days following the Closing of the Private Placement (subject to extension
in the event of a Subsequent Financing, as defined in the Registration Rights Agreement), and to use its commercially reasonable best
efforts to cause such registration statement to be declared effective by the SEC no later than the 45th calendar day following the Closing
of the Private Placement (or the 75th calendar day in the event of a “full review” by the SEC staff). Parent is required
to maintain the effectiveness of the registration statement until all Registrable Securities covered thereby have been sold or may be
sold without volume or manner-of-sale restrictions pursuant to Rule 144 under the Securities Act without the requirement for Parent to
be in compliance with the current public information requirement under Rule 144.
Lock-Up
In
connection with the Private Placement, Parent’s directors, executive officers and stockholders holding at least 10% of the outstanding
shares of Parent Common Stock have entered into customary lock-up agreements restricting sales and transfers of Parent Common Stock for
a period of 180 days after the later of the Closing of the Private Placement or the effectiveness of the registration statement filed
pursuant to the Registration Rights Agreement. In addition, Parent has agreed not to offer, sell, issue, or otherwise transfer or dispose
of, directly or indirectly, any equity of Parent or any securities convertible into or exercisable or exchangeable for equity of Parent
for a period of 30 days after the later of the Closing or the effectiveness of such registration statement, with exemption for issuances
under the terms of the Merger Agreement, without the prior written consent of the Placement Agent, subject to customary exceptions.
Additional
Information Regarding the Merger Agreement
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been filed to provide investors and security holders with information regarding its terms. It is not intended
to provide any other factual information about Parent, Target, or their respective subsidiaries and affiliates. The representations,
warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement, were made as of specific
dates, were made solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between
the parties rather than establishing matters as facts. Investors and security holders should not rely on the representations, warranties,
and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Parent, Target, or any of
their respective subsidiaries or affiliates.
Item
3.02 Unregistered Sales of Equity Securities
To
the extent required by Form 8-K, the disclosures in Item 1.01 above relating to the Private Placement are incorporated herein by reference.
Forward-Looking
Statements
This
current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements regarding the proposed business combination and anticipated benefits thereof,
including future financial and operating results, statements related to the expected timing of the completion of the transactions, including
the private placements and the expected use of proceeds thereof, the plans, objectives, expectations and intentions of either company
or of the combined company following the merger, anticipated future results of either company or of the combined company following the
merger, the anticipated benefits and strategic and financial rationale of the merger and other statements that are not historical facts.
Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,”
“scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,”
“believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue”
or negatives of such terms or other comparable terminology. The forward-looking statements are based on current expectations and assumptions
believed to be reasonable, but there is no assurance that they will prove to be accurate.
All
forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements
of the Company or Target to differ materially from any results expressed or implied by such forward-looking statements. Such factors
include, among others, (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory
and shareholder approvals, including Nasdaq listing requirements, which may not be obtained on the expected timeline, or at all, (2)
the risk of any event, change or other circumstance that could give rise to the termination of the merger agreement, (3) the possibility
that any of the anticipated benefits and projected synergies of the potential transactions will not be realized or will not be realized
within the expected time period, (4) the limited operational history of Target as a combined organization and integration risks of acquired
businesses, (5) diversion of management’s attention or disruption to the parties’ businesses as a result of the announcement
and pendency of the transaction, including potential distraction of management from current plans and operations of the Company or Target
and the ability of the Company or Target to retain and hire key personnel, (6) reputational risk and the reaction of each company’s
customers, suppliers, employees or other business partners to the transaction, (7) the possibility that the transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings
that may be instituted against the Company or Target related to the merger agreement or the transaction, (9) the risks associated with
third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (10) legislative,
regulatory, political, market, economic and other conditions, developments and uncertainties affecting the Company’s or Target’s
businesses; (11) the evolving legal, regulatory, tax, and international trade regimes; (12) the nature, cost and outcome of potential
litigation and other legal proceedings, including any such proceedings related to the transactions, (13) restrictions during the pendency
of the proposed transaction that may impact the Company’s or Target’s ability to pursue certain business opportunities or
strategic transactions; and (14) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather,
natural disasters, acts of terrorism or outbreak of war or hostilities, as well as the Company’s and Target’s response to
any of the aforementioned factors.
Additional
factors which could affect future results of the Company and Target can be found in the Company’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.
Neither Target nor the Company undertakes any obligation to update forward-looking statements, except as required by law.
Important
Additional Information and Where to Find It
In
connection with the transactions, Parent will file a registration statement on Form S-4 with the SEC, which will include an information
statement and preliminary prospectus of Parent. After the registration statement on Form S-4 is declared effective, Parent will mail
to its stockholders a definitive information statement. Additionally, Parent expects to file other relevant materials in connection
with the merger with the SEC. Investors and security holders are urged to read the registration statement on Form S-4 and joint information
statement/prospectus when they become available (and any other documents filed with the SEC in connection with the transactions or incorporated
by reference into the joint information statement/prospectus) because such documents will contain important information regarding the
proposed transactions and related matters. Investors and security holders may obtain free copies of these documents and other documents
filed with the SEC by Parent through the website maintained by the SEC at http://www.sec.gov or at Parent’s website at https://www.aureusgreenway.com/secfilings.
No
Offer or Solicitation
This
document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation
of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| 2.1
|
|
Agreement
and Plan of Merger, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous
Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative |
| 4.1 |
|
Form of Pre-Funded Common Stock
Purchase Warrant |
| 4.2 |
|
Form of Placement Agent Warrant,
dated March 6, 2026, issued to the Placement Agent |
| 10.1 |
|
Securities Purchase Agreement, dated as of March 6, 2026, by and among Aureus Greenway Holdings Inc. and the Purchaser named therein |
| 10.2 |
|
Registration Rights Agreement, dated as of March 6, 2026, by and among Aureus Greenway Holdings Inc., the Purchaser named therein, and the holders of Placement Agent Warrants named therein |
| 10.3 |
|
Placement Agent Agreement, dated as of March 6, 2026, by and between Aureus Greenway Holdings Inc. and Dominari Securities LLC |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
March 9, 2026
| Aureus
Greenway Holdings Inc. |
|
| |
|
|
| By: |
/s/
Matthew J. Saker |
|
| Name:
|
Matthew
J. Saker |
|
| Title: |
Interim
Chief Executive Officer and Director |
|
