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2026-03-10
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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 10, 2026
| Aureus
Greenway Holdings Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
|
|
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.
The
information set forth in Item 3.02 of this Current Report on Form 8-K regarding the Private Placement (as defined below) is incorporated
by reference into this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities
As
previously disclosed in the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission
(the “SEC”) on March 9, 2026 (the “March 9 8-K”), on March 8, 2026, Aureus Greenway Holdings Inc.,
a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase
Agreement”) with certain institutional and accredited investors (the “Purchasers”) in connection with a
private placement offering of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
and/or pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) in lieu thereof to purchase shares of
Common Stock (the “Private Placement”).
On
March 10, 2026, the Company issued and sold to the Purchasers an aggregate of 3,009,667 shares of Common Stock and/or Pre-Funded Warrants
at a purchase price of $3.00 per share (or $3.00 per Pre-Funded Warrant), for gross proceeds of approximately $9.0 million before deducting
placement agent fees and other offering expenses.
As
described in the March 9 8-K, the Pre-Funded Warrants are immediately exercisable at a nominal exercise price of $0.001 per share, subject
to adjustment, and will expire only when exercised in full, and are subject to customary beneficial ownership limitations and other terms
and conditions set forth therein.
In
connection with the Private Placement, the Company also issued to Dominari Securities LLC, as placement agent (the “Placement
Agent”), and to Revere Securities LLC placement agent warrants to purchase a number of shares of Common Stock equal
to 8.0% of the aggregate number of shares of Common Stock sold in the Private Placement (inclusive of shares underlying the Pre-Funded
Warrants), at an exercise price of $3.00 per share, exercisable immediately upon issuance and expiring five years from the date of issuance,
together with certain cash fees and expense reimbursements as previously described in the March 9 8-K.
The
securities issued in the Private Placement were offered and sold in reliance upon the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated
thereunder, and have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may
not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration
requirements.
The
foregoing description of the Securities Purchase Agreement, the Pre-Funded Warrants, the Registration Rights Agreement and the Placement
Agent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which
were filed as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to the March 9 8-K and are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
March 9, 2026, the Company issued a press release announcing the execution of a merger agreement by and among the Company, Aureus Merger
Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company, 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, and Private Placement. 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 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.
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.
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 |
| 4.1* |
|
Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026) |
| 4.2* |
|
Form
of Placement Agent Warrant, dated March 6, 2026, issued to the Placement Agent and to Revere Securities LLC (incorporated
by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026) |
| 10.1* |
|
Securities Purchase Agreement, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc. and the Purchaser named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026) |
| 10.2* |
|
Registration Rights Agreement, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc., the Purchaser named therein, and the holders of Placement Agent Warrants named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026) |
| 10.3* |
|
Placement Agent Agreement, dated as of March 8, 2026, by and between Aureus Greenway Holdings Inc. and Dominari Securities LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 9, 2026) |
| 99.1** |
|
Press Release of the Company dated as of March 9, 2026 |
| 99.2** |
|
Press Release of the Company dated as of March 11, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
| |
|
|
| * |
|
Previously
filed herewith. |
| ** |
|
Furnished
herewith. |
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 11, 2026
| Aureus
Greenway Holdings Inc. |
|
| |
|
|
| By: |
/s/
Matthew J. Saker |
|
| Name:
|
Matthew
J. Saker |
|
| Title: |
Interim
Chief Executive Officer and Director |
|
Exhibit
99.1
New
American Drone and Defense Company to be Created Through Merger of Powerus and Aureus Greenway Holdings
-
Notable Investors of Combined Company Include American Venture Partners Eric Trump and Donald Trump Jr.; Additional Support from Leading
U.S. Drone Manufacturer Unusual Machines (“UMAC”) and a Strategic $50 Million Investment
-
Combination Advances American Domination of Drone Industry and Autonomous Systems Innovation
WEST
PALM BEACH, Fla., March 09, 2026 (GLOBE NEWSWIRE) — Aureus Greenway Holdings Inc. (Nasdaq: AGH) today announced that
AGH and Autonomous Power Corporation, doing business as Powerus (www.Power.us), a company co-founded by former U.S. Army Special Operations
veterans that builds and scales autonomous drone systems for military and commercial use in high-risk environments, have entered into
a definitive merger agreement. Upon completion of the merger, the combined company will operate under the name Powerus Corporation and
work to support American drone industry dominance through domestic manufacturing, autonomous systems innovation, and strategic defense
partnerships. AGH shares will continue to trade under the ticker “AGH” until completion of the transaction.
Powerus
is led by a founding team whose expertise is shaped through years of battlefield operational experience deploying drone technology in
active conflict environments worldwide. Its wholly owned subsidiaries, Kaizen Aerospace, Inc., Tandem Defense LLC, and Agile Autonomy
LLC, provide specialized capabilities across heavy-lift unmanned aerial systems capable of 500lb+ payloads, tactical defense platforms,
and maritime surveillance systems. Backed by U.S.-based manufacturing and a leadership team with demonstrated experience in scaling companies
from formation through public markets, this alignment around American drone development, manufacturing, and deployment underscores a
strategic rationale for the combination and the growing institutional recognition of autonomous systems as a defining infrastructure
investment.
“Powerus
was built by individuals who have spent years operating in active combat environments where this technology must perform,” said
Brett Velicovich, Co-Founder of Powerus and a former U.S. Army special operations veteran. “We know what works, we’ve seen
what fails, and what operators relying on these systems actually need because we have been alongside them in battle. That knowledge shapes
every decision we make. The opportunity in front of us is significant, and we intend to capture it.”
Dominari
Holdings (Nasdaq: DOMH) President Kyle Wool, stated, “We believe strongly in the critical importance of building
this technology here in America. Drone technology is increasingly central to modern security and infrastructure, and America must lead
in this critical area. American Ventures and I personally have been early and substantial investors in this transaction because we believe
in strengthening the nation through technological leadership.”
Matthew
J. Saker, Interim Chief Executive Officer of AGH stated, “The need for and uses of autonomous technologies, such as those produced
by Powerus, are front page news given developments in the Middle East and elsewhere. This business combination is not just a compelling
opportunity for AGH stockholders, but one made even more relevant by current geopolitical uncertainties. Powerus brings a disciplined
strategic framework, a leadership team with a track record of building public companies, and an opportunity to expand manufacturing across
two of the world’s most capable industrial economies. The UAS platform they are building addresses large-scale, real-world demand,
and it is being built by people who have seen that demand firsthand.”
TRANSACTION
DETAILS
Merger
Agreement
Under
the terms of the agreement, Powerus will merge with and into a newly-formed subsidiary of AGH, with Powerus continuing as the surviving
entity and AGH adopting the name “Powerus Corporation.” The combined company expects to be listed on Nasdaq under the ticker
“PUSA.” The merger transaction was unanimously approved by the boards of directors of both companies and a majority of each
company’s stockholders.
The
merger transaction remains subject to the satisfaction of customary closing conditions, including the effectiveness of a registration
statement on Form S-4 covering the offering of shares of common stock to Powerus stockholders and receipt of any required regulatory
approvals. The merger is expected to close in summer 2026. There can be no assurance that the proposed transactions will be consummated,
or as to the timing of any such consummation.
Powerus
Private Placement
Powerus
has also secured an additional investment from the Korea Climate & Governance Improvement Fund (KCGI). KCGI has committed to purchase
$50 million of Powerus common stock by April 6, 2026. KCGI will support Powerus’s access to an allied-nation supply chain network,
which moves Powerus away from reliance on non-allied nations for support and strengthens Powerus’s domestic manufacturing position.
AGH
Private Placement
AGH
has entered into securities purchase agreements with certain institutional and accredited investors, including Unusual Machines, Inc.
(NYSE American: UMAC) and the Agostinelli Group (the “Investors”), pursuant to which AGH agreed to issue and sell to the
Investors in a private placement an aggregate of 3,009,667 shares of AGH’s common stock, par value $0.0001 per share (or pre-funded
warrants to purchase in lieu thereof at a price of $3.00 per share (the “Private Placement”). The Private Placement is expected
to close on March 9, 2026 and AGH expects to receive aggregate gross proceeds of approximately $9,029,002, before deducting placement
agent fees and offering expenses. AGH intends to use the proceeds from the offering for working capital and general corporate purposes.
Dominari Securities LLC is acting as placement agent for the Private Placement.
ADVISORS
Dominari
Securities LLC and Revere Securities LLC (collectively the “Advisors”) are acting as financial advisors to Aureus Greenway
Holdings Inc. Sichenzia Ross Ference Carmel LLP is serving as legal counsel to the Advisors. Faegre Drinker Biddle & Reath is serving
as legal counsel to Powerus. Ortoli Rosenstadt LLP is serving as legal counsel to AGH.
ABOUT
POWERUS
Powerus
is building the industrial infrastructure layer for the autonomous world; a platform for acquiring, integrating, and scaling autonomous
systems designed to operate in high-consequence environments across defense, critical infrastructure, and precision agriculture. Founded
by a team with direct operational experience in active conflict environments and humanitarian operations worldwide, Powerus brings together
field-validated technologies under a common operating architecture, supported by U.S.-based manufacturing and leadership with demonstrated
experience building companies from formation to public markets. Powerus operates through wholly-owned subsidiaries Kaizen Aerospace,
Tandem Defense, and Agile Autonomy. For more information, visit power.us.
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. Following the transaction, these properties are expected to continue operations
and may serve as proving grounds for Powerus precision agriculture drone systems. For more information, visit aureusgreenway.com.
ABOUT
KOREA CLIMATE & GOVERNANCE IMPROVEMENT FUND (KCGI)
KCGI
is a Seoul-based investment group and one of the fastest-growing private equity platforms in South Korea. This investment will be made
through KCGI’s forthcoming “Innovation & Growth ESG Fund.” Since its establishment in 2018, KCGI has delivered
strong returns through improvements in corporate governance, enhanced ESG practices, and the development of new growth drivers at portfolio
companies. For more information, visit kcgifund.com.
The
hyperlink above directs to a third-party website not affiliated with AGH or Powerus. The linked content is independently maintained and
does not form part of this press release or any SEC filing. Neither party controls, endorses, or makes any representation regarding the
accuracy or completeness of the linked content.
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 and anticipated benefits thereof, including future
financial and operating results, statements related to the expected timing of the completion of the transactions, 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 AGH or Powerus 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 shareholder and regulatory
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 Powerus 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 AGH or Powerus and the ability of AGH or Powerus 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 AGH
or Powerus 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 AGH’s or Powerus’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 AGH’s
or Powerus’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 AGH’s and Powerus’s response to any of the aforementioned factors.
Additional
factors which could affect future results of AGH and Powerus 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, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.
Neither Powerus nor AGH undertakes any obligation to update forward-looking statements, except as required by law.
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.
IMPORTANT
INFORMATION AND WHERE TO FIND IT
In
connection with the transaction, AGH will 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. Additionally, AGH 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 and joint information statement/prospectus when they become available
(and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the joint information
statement/prospectus) because such documents will contain important information regarding the proposed transaction and related matters.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by AGH through the website
maintained by the SEC at http://www.sec.gov or at AGH’s website at https://www.aureusgreenway.com/secfilings.
MEDIA
AND INVESTOR RELATIONS
IR@aureusgreenway.com
