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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): March 20, 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.
Securities
Purchase Agreement and Convertible Note
On
March 20, 2026, Aureus Greenway Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with Autonomous Power Corporation, a Delaware corporation (“APC”), in connection with the previously
announced proposed business combination between the Company and APC (the “Business Combination”). Pursuant to the Securities
Purchase Agreement, the Company agreed to purchase from APC a senior unsecured convertible promissory note in the original principal
amount of $20,000,000 (the “Convertible Note”).
The
Convertible Note includes customary affirmative and negative covenants, and bears simple interest at an annual rate of 10%, accruing
from the original issue date of March 20, 2026. The Convertible Note matures on the first anniversary of the original issue date, at
which time the outstanding principal and accrued interest are due and payable in cash, unless earlier converted in accordance with its
terms. Following an Event of Default (as defined in the Convertible Note), the outstanding amount bears interest at a default rate of
14% per annum. At any time prior to maturity, the Company may convert all or a portion of the outstanding principal and accrued interest
into shares of APC common stock at a conversion price of $1,979.00 per share, subject to customary beneficial ownership limitations and
anti-dilution adjustments as set forth in the Convertible Note.
The
transactions contemplated under each of the Securities Purchase Agreement and the Convertible Note were effected in reliance upon exemptions
from registration under the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) thereof
and Rule 506(b) of Regulation D thereunder.
The
foregoing description of the Securities Purchase Agreement and the Convertible Note does not purport to be complete and is qualified
in its entirety by reference to the full text of the Securities Purchase Agreement and the form of Convertible Note, copies of which
are filed as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated herein by reference.
Advisory/Consulting
Services Agreement
On
March 20, 2026, the Company entered into an Advisory/Consulting Services Agreement date March 1, 2026 (the “Consulting Agreement”)
with C&H Capital Inc., a Georgia corporation (“C&H”), pursuant to which C&H was engaged to provide strategic
investor relations, communications planning, and related advisory services to the Company in connection with the proposed Business Combination
and the Company’s public company investor relations program.
Under
the Consulting Agreement, C&H is entitled to a monthly cash fee of $5,000 for a 12-month term commencing March 1, 2026. In addition,
the Company agreed to issue to C&H an aggregate of 200,000 restricted shares of the Company’s common stock, par value $0.001
per share (“Common Stock”), as equity compensation over the course of two years, provided that the Consulting Agreement has
not been earlier terminated for cause and C&H remains engaged through such date.
The
foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 of this Current Report on Form 8-K under the captions “Securities Purchase Agreement and
Convertible Note” and “Advisory/Consulting Services Agreement” is incorporated herein by reference.
The
Convertible Note is convertible, at the Company’s election, into shares of APC common stock and does not currently represent a
direct issuance of the Company’s equity securities. The issuance of the restricted shares of Common Stock under the Consulting
Agreement will constitute unregistered sales of equity securities by the Company. The Company believes that these issuances will be exempt
from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, based upon
representations made by the recipients of such securities and the nature of the transactions.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 20, 2026, the compensation committee (the “Compensation Committee”) of the board of directors of the Company (the “Board
of Directors”) approved and recommended, and the Board of Directors subsequently approved, an equity award to Matthew J. Saker,
the Company’s Interim Chief Executive Officer and Director, in recognition of his efforts in connection with the proposed Business
Combination, and related strategic initiatives.
The
award consists of 200,000 restricted stock units (the “RSU Award”), which are expected to be granted under an eventual omnibus
equity incentive plan (the “Equity Incentive Plan”) that the Company intends to submit to its stockholders for approval.
The terms of the RSU Award will be determined by the Compensation Committee (or the Board, as applicable) at or promptly following the
adoption of the Equity Incentive Plan, in accordance with the terms of such plan. No restricted stock units will be deemed outstanding,
issued, earned or vested unless and until the Equity Incentive Plan is approved by the Company’s stockholders and the RSU Award
is formally granted pursuant to a written award agreement between the Company and Mr. Saker.
Item
7.01 Regulation FD Disclosure.
On
March 23, 2026, Aureus Greenway Holdings Inc. (the “Company”) issued a press release announcing that it entered into the
Convertible Note intended to support APC’s near-term working capital needs and continued execution ahead of the parties’
proposed Business Combination. A copy of the press release is furnished herewith as Exhibit 99.1.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed to be
incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except
as otherwise expressly set forth by specific reference in such filing.
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 between the Company and APC and the
anticipated benefits thereof, including future financial and operating results, statements related to the expected timing of the completion
of the proposed Business Combination and the bridge loan described above and the expected uses 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 related
financing, 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.
Additional
factors which could affect future results of the Company and APC 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 APC nor the Company undertakes any obligation to update forward-looking statements, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. Portions of Exhibit 10.1 attached hereto have been omitted pursuant to a request for confidential treatment submitted with
the SEC.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1*(1) |
|
Securities Purchase Agreement, dated as of March 20, 2026, by and between Autonomous Power Corporation and Aureus Greenway Holdings Inc. |
| 10.2* |
|
Form of Convertible Promissory Note, dated March 20, 2026, issued by Autonomous Power Corporation in favor of Aureus Greenway Holdings Inc |
| 10.3* |
|
Advisory/Consulting Services Agreement, dated March 1, 2026, by and between Aureus Greenway Holdings Inc. and C&H Capital Inc. |
| 99.1** |
|
Press Release of the Company dated as of March 23, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded with the Inline XBRL document). |
| |
|
|
| * |
|
Previously filed herewith. |
| ** |
|
Furnished herewith. |
| (1) |
|
Portions
of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Securities Act because
the information is (i) not material and (ii) the type that Insight treats as private or confidential. The Company agrees to furnish
an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
|
| |
|
|
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 23, 2026
| Aureus Greenway
Holdings Inc. |
|
| |
|
|
| By: |
/s/
Matthew J. Saker |
|
| Name: |
Matthew J. Saker |
|
| Title: |
Interim Chief Executive
Officer and Director |
|
Exhibit
99.1
Aureus
Greenway Holdings Inc. Announces $20 Million Bridge Loan to Powerus
WEST
PALM BEACH, Fla., March 23, 2026 (GLOBE NEWSWIRE) — Aureus Greenway Holdings Inc. (Nasdaq: AGH) today announced that it
has entered into a $20 million bridge loan arrangement with Autonomous Power Corporation, doing business as Powerus (“Powerus”),
to provide working capital and support continued execution ahead of the parties’ previously announced definitive business combination
agreement.
Aureus
Greenway Holdings and Powerus previously announced a definitive agreement for a business combination expected to create a publicly traded
platform for autonomous systems across air, land, and sea, focused on defense, critical infrastructure, and precision agriculture markets.
As
part of the bridge loan, Aureus Greenway Holdings will provide Powerus with a $20 million bridge loan intended to support near-term working
capital needs and continued execution toward the expected closing of the proposed transaction, subject to customary conditions and approvals.
Proceeds
are intended to support manufacturing readiness and inventory levels for key programs, including “Guardian-1” counter-drone
interceptors, “FireShield” autonomous firefighting systems, and “SPY”, Powerus’s domestically oriented
thermal-capable platform designed as an alternative for customers seeking non-PRC supply chain options.
“Providing
this bridge financing reflects our continued confidence in the Powerus platform and our commitment to supporting execution as we work
toward closing the proposed business combination,” said Matthew J. Saker, Interim Chief Executive Officer of Aureus Greenway Holdings
Inc. “This capital is intended to support operational momentum and manufacturing readiness, which we believe will be important
to building long-term value as the transaction advances.”
Andrew
Fox, Founder and Chief Executive Officer of Powerus, stated, “This bridge loan strengthens our ability to execute near-term manufacturing
objectives and maintain the inventory and production cadence required by our business plan. It supports continued progress as we work
toward the proposed closing and helps position us to meet demand across key programs, subject to customer requirements and applicable
approvals.”
ABOUT
AUREUS GREENWAY HOLDINGS INC.
Aureus
Greenway Holdings Inc. (Nasdaq: AGH) owns and operates golf course properties in Florida, including Kissimmee Bay Country Club
and Remington Golf Club in the greater Orlando region. For more information, visit aureusgreenway.com.
MERGER
WITH AUTONOMOUS POWER CORPORATION
AGH
entered into a definitive business combination agreement with Autonomous Power Corporation (d/b/a “Powerus”) which is expected
to result in a combined company operating under the name “Powerus Corporation” upon meeting certain closing conditions. Such
closing conditions might never be met, and the merger might never occur. Upon completion, Powerus will focus on supporting the American
drone industry dominance through domestic manufacturing, autonomous systems innovation, and strategic defense partnerships.
ABOUT
POWERUS
Autonomous
Power Corporation, doing business as Powerus, is building a platform for acquiring, integrating, and scaling autonomous systems intended
for demanding environments across defense, critical infrastructure, and precision agriculture. Powerus operates through wholly owned
subsidiaries including Kaizen Aerospace, Tandem Defense, and Agile Autonomy. For more information, visit power.us.
FORWARD-LOOKING
STATEMENTS
This
press release 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 between AGH and Powerus, the expected timing
of completion of the transaction, the expected use of proceeds from the bridge loan, and anticipated operational and manufacturing initiatives.
Forward-looking statements may be identified by words such as “may,” “will,” “should,” “plans,”
“intends,” “expects,” “believes,” “estimates,” “anticipates,” “potential,”
“continue,” or similar expressions, or the negatives of such terms. These statements are based on current expectations and
assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. There can be no assurance
that the proposed transaction will be consummated or as to the timing of any such consummation.
Actual
results may differ materially due to a number of factors, including, among others: (1) the risk of delays in consummating the proposed
transaction, including as a result of required regulatory and stockholder approvals; (2) the risk that a condition to closing the transaction
may not be satisfied; (3) the possibility that anticipated benefits of the proposed transaction will not be realized within the expected
timeframe; (4) disruption to the parties’ businesses as a result of the announcement and pendency of the proposed transaction;
(5) the ability of Powerus to execute its operating plan and manufacturing initiatives; (6) changes in applicable laws or regulations;
and (7) other risks and uncertainties described in AGH’s filings with the SEC. Additional factors can be found in AGH’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, each filed with the SEC and available at sec.gov.
Neither AGH nor Powerus undertakes any obligation to update forward-looking statements, except as required by law.
NO
OFFER OR SOLICITATION
This
communication 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 applicable securities
laws.
IMPORTANT
INFORMATION AND WHERE TO FIND IT
In
connection with the proposed transaction, AGH expects to file a registration statement on Form S-4 with the SEC, which will include an
information statement and preliminary prospectus of AGH. After the registration statement is declared effective, AGH will mail to its
stockholders a definitive information statement that will form part of the registration statement on Form S-4. Investors and security
holders are urged to read the registration statement and the joint information statement/prospectus when available because they are expected
to contain important information about AGH, Powerus, and the proposed transaction. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC by AGH through the SEC’s website at sec.gov or at AGH’s website
at aureusgreenway.com/secfilings.
MEDIA
AND INVESTOR RELATIONS
Ir@aureusgreenway.com
