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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): September 24, 2025
| 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.
On
August 20, 2025 (the “Approval Date”), the Compensation Committee of the Board of Directors (the “Committee”)
of the Aureus Greenway Holdings Inc. (the “Company”), approved the grant to Ching Ping Stephen Cheung, the Director and Chairman
of the Board of the Company, under the Company’s 2025 Equity Incentive Plan (the “Plan”) of nonqualified options to
purchase 750,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exercise
price per share of $1.00 and 550,000 Common Stocks at an exercise price per share of $1.25 (the “S. Cheung Options”).
Also
on the Approval Date, the Committee approved the grant to ChiPing Cheung, the Company’s Chief Executive Officer and Director, Kay
Hwa Tang, the then Director, Joshua Tay, the then Director, and Xinyue Jasmine Geffner, the Director, under the Plan of nonqualified
options to purchase 60,000, 20,000, 20,000, 20,000 Common Stocks, respectively, at an exercise price per share of $1.25 (the “Management
Options”).
Also
on the Approval Date, the Committee approved the grant of nonqualified options to purchase a total of 60,000 Common Stock to certain
employees and consultants of the Company under the Plan, at an exercise price per share of $1.25 (together with the S. Cheung Options
and the Management Options, the “Stock Options”). The Stock Options will be subject to the terms of the Plan and its applicable
form of stock option agreement adopted thereunder. The Stock Options shall vest and become exercisable immediately. The grant of Stock
Options shall not be effective unless and until the Plan is duly approved by the Company’s stockholders and becomes effective.
On
August 13, 2025, certain stockholder holding a majority of the voting power of the aggregate issued
and outstanding shares of our voting stock approved the adoption of the Plan, which became effective on September 23, 2025. On September
24, 2025, the Company issued the Stock Options under the Plan.
The
foregoing description of the Stock Options do not purport to be complete and are qualified in their entirety by reference to the full
text of the form of such agreement, which is attached hereto as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Stock Option Agreement
|
| 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:
September 24, 2025
| Aureus Greenway Holdings Inc. |
|
| |
|
|
| By: |
/s/ ChiPing
Cheung |
|
| Name: |
ChiPing Cheung |
|
| Title: |
Chief Executive Officer, President and Director |
|
