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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): January 29, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Resignations
of Chief Executive Officer, Chairman and Director
On
January 28, 2026, effective January 29, 2026, ChiPing Cheung tendered his resignation as Chief Executive Officer, President and a director
of the board (the “Board”) of directors of Aureus Greenway Holdings Inc. (the “Company”). The resignation of
Mr. Cheung was not a result of any disagreement with the Company’s operations, policies or procedures. Concurrently with his resignation
from the Company, Mr. Cheung was appointed as Chief Executive Officer of Chrome Field I, Inc., and Chrome Field II, Inc., wholly-owned
subsidiaries of the Company, effective January 29, 2026.
On
January 28, 2026, effective January 29, 2026, Stephen Ching Ping Cheung tendered his resignation as Chairman of the Board and a director
of the Board. The resignation of Mr. Cheung was not a result of any disagreement with the Company’s operations, policies or procedures.
Concurrently with his resignation from the Company, Mr. Stephen Ching Ping Cheung was appointed as a director of Chrome Field I, Inc.
and Chrome Field II, Inc., effective January 29, 2026.
The
resignations of ChiPing Cheung and Stephen Ching Ping Cheung have been approved by the nominating and corporate governance committee
of the Board and the Board.
Appointment
of Interim Chief Executive Officer
On
January 28, 2026, the Board, upon the recommendation of the nominating and corporate governance committee of the Board, appointed Mr.
Matthew J. Saker as interim Chief Executive Officer of the Company, effective January 29, 2026. Mr. Saker will continue to serve as a
director of the Company and has vacated the position as chair of the compensation committee of the Board.
Matthew
J. Saker, is a senior vice president in CBRE’s global advisory & transaction services group where he has been employed since
2003, with more than 23 years of experience with CBRE (formerly Insignia ESG). Prior to joining CBRE, Mr. Saker served as vice president
at Peter Elliot & Co. from 1997 to April 2002. Mr. Saker obtained his bachelor of science degree in business & economics from
St. Joseph’s University in 1985 and his master of science degree in real estate development from the School of Architecture, Planning
& Preservation at Columbia University in 1991.
Appointment
of Independent Director — Christopher Schraft
On
January 28, 2026, the Board, upon the recommendation of the nominating and corporate governance committee of the Board, appointed Christopher
Schraft as an independent director of the Company and as chair of the compensation committee of the Board, a member of the nominating
and corporate governance committee of the Board, and a member of the audit committee of the Board, each effective January 29, 2026.
The
Board has determined that Christopher Schraft is independent within the meaning of Nasdaq Listing Rule 5605(a)(2).
Christopher
Schraft, brings more than 25 years of experience leading revenue and go-to-market organizations and driving commercial growth and transformation
across AI-driven enterprise software, technology, and global media organizations. Mr. Schraft currently serves as President, North America
at Afiniti, an enterprise AI software company (full-time), where he is responsible for revenue performance, enterprise commercial execution,
forecasting discipline, and organizational alignment. At Afiniti, he has pursued, secured, and top-managed high-value enterprise accounts
and led the revenue organization, including revenue strategy, growth planning, and go-to-market execution across North America. Earlier
in his career, Mr. Schraft held senior executive positions with responsibility for large public business units, including full P&L
leadership, enterprise sales and marketing, and digital transformation initiatives in evolving markets. Mr. Schraft obtained his B.S.
in Marketing from Plymouth State University in 1988 and an MBA from NYU Stern School of Business in 2006.
Compensatory
Arrangements
As
of January 29, 2026, in connection with his appointment as Interim Chief Executive Officer, the Company entered into an employment agreement
with Mr. Matthew J. Saker (the “Saker Agreement”). Pursuant to the Saker Agreement, Mr. Saker was granted 150,000 shares
of common stock of the Company (“Common Stock”) in the form of restricted stock (the “Saker Restricted Stock”)
as direct compensation for his services as Interim Chief Executive Officer. Notwithstanding such grant which immediately vested upon
issuance, the actual issuance and registration of the Saker Restricted Stock is conditioned upon Mr. Saker’s continued service
and compliance with the Saker Agreement. In the event of Mr. Saker’s termination for reasons other than removal by the Board or
termination for cause, the Company shall issue the full 150,000 shares. The Saker Restricted Stock grant was made as a contractual obligation
of the Company, independent of and not pursuant to any equity compensation plan.
On
January 29, 2026, the Company entered into amended and initial independent director appointment agreements (each, an “Agreement”)
with (i) Mr. Christopher Schraft, effective January 29, 2026, in connection with his appointment as an independent director; (ii) Mr.
Vuk Jeremic, effective retroactively as of September 9, 2025, pursuant to his amended Agreement; and (iii) Ms. Xinyue Jasmine Geffner,
effective retroactively as of April 26, 2024, pursuant to her amended Agreement (each, a “Director”).
Pursuant
to the Agreements, each Director was granted 50,000 shares of Common Stock in the form of restricted stock (“Restricted Stock”)
as direct compensation for board service independent of any equity compensation plan and such issuance of all Restricted Stock immediately
vested upon issuance but is conditioned on each Director’s continued service and Agreement compliance.
Upon
any Director’s termination other than removal by the Board or for cause, the Company will issue all shares, however upon removal
or termination for cause, all Restricted Stock is forfeited.
No
family relationships exist between Mr. Matthew J. Saker, Mr. Christopher Schraft, Mr. Vuk Jeremic, or Ms. Xinyue Jasmine Geffner and
any other directors or executive officers of the Company. There are no transactions to which the Company is or was a participant and
in which Mr. Saker, Mr. Schraft, Mr. Jeremic, or Ms. Geffner has a material interest subject to disclosure under Item 404(a) of Regulation
S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| 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:
February 3, 2026
| Aureus
Greenway Holdings Inc. |
|
| |
|
|
| By: |
/s/
Matthew J. Saker |
|
| Name:
|
Matthew
J. Saker |
|
| Title: |
Interim
Chief Executive Officer |
|
