Welcome to our dedicated page for Aureus Greenway Holdings SEC filings (Ticker: AGH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Aureus Greenway Holdings Inc. (AGH) SEC filings page on Stock Titan provides access to the company’s public filings and related disclosures as an emerging growth, smaller reporting company in the leisure industry. Aureus Greenway operates daily fee golf country clubs in Florida, and its SEC filings explain how this business is structured, financed, and governed under U.S. securities laws.
Through registration statements on Form S-1 and S-1/A, Aureus Greenway details its initial public offering on the Nasdaq Capital Market and subsequent registration of shares underlying pre-funded warrants, common warrants A, common warrants B, and placement agent warrants issued in a private placement. These documents describe the terms of the securities, the use of proceeds, risk factors, and the company’s organization into four principal business segments: golf recreation, retail golf products, and equipment and facilities rental; membership dues; food and beverage services; and ancillary services and amenities.
Current reports on Form 8-K highlight material events such as entry into securities purchase agreements, completion of private placements, adoption of the 2025 Equity Incentive Plan and related stock option grants, and Nasdaq notifications regarding compliance with the $1.00 minimum bid price requirement for continued listing. These filings also summarize registration rights agreements and placement agency arrangements connected to the company’s capital-raising activities.
On Stock Titan, AGH filings are paired with AI-powered summaries that help explain the key points of lengthy registration statements and current reports, including how different classes of securities, warrants, and equity incentives may affect existing shareholders. Real-time updates from the SEC’s EDGAR system ensure that new S-1, S-1/A, 8-K, and other filings appear promptly, while insider and equity-related disclosures, such as stock option grants under the equity incentive plan, are presented in an accessible format. This allows users to review Aureus Greenway’s regulatory history, capital structure changes, and governance-related provisions directly from its official filings.
Aureus Greenway Holdings Inc., which owns two public golf country clubs near Orlando, Florida, reported a sharp deterioration in 2025 results as it invested heavily in renovations and went public. Revenue fell about 10% to $2.96 million, mainly from lower green fees after its Remington course was closed for new TifEagle greens from May to early October.
The company posted a net loss of $3.68 million versus a small loss a year earlier, driven by higher salaries and benefits, legal and professional costs and general administrative expenses linked to growth and public‑company readiness. Green fees remained its core revenue stream, and food and beverage and merchandise sales also declined modestly with reduced play.
Aureus completed an IPO in February 2025, raising net proceeds of about $10.6 million after costs and using $2.46 million to pay down earlier loans. It invested in new greens at both Remington and Kissimmee Bay and renovated the Kissimmee Bay clubhouse, while continuing to position its affordable, public courses against higher‑priced resort competitors in a highly seasonal Central Florida golf market.
Aureus Greenway Holdings Inc. entered into a $20 million senior unsecured convertible note with Autonomous Power Corporation (Powerus), structured as a one-year bridge loan at a 10% annual interest rate, rising to 14% upon default. At the company’s election, principal and accrued interest can be converted into APC common stock at a conversion price of $1,979.00 per share, subject to ownership limits and anti-dilution adjustments.
The bridge loan is intended to support Powerus’s near-term working capital and manufacturing readiness ahead of their proposed business combination. Separately, Aureus Greenway engaged C&H Capital under a 12‑month consulting agreement, paying $5,000 per month and issuing 200,000 restricted common shares over two years, treated as unregistered equity compensation. The board also approved an award of 200,000 restricted stock units for Interim CEO Matthew J. Saker, which will only be granted and become effective if stockholders approve a future omnibus equity incentive plan.
Aureus Greenway Holdings Inc. saw a major investor group reduce its reported stake. American Ventures LLC Series XVI AGH and affiliated reporting persons now beneficially own 459,992 shares of common stock, representing 3.06% of the class, based on 15,056,297 shares outstanding as of November 13, 2025.
The group also holds large warrant positions — 29,805,057 shares each underlying Common Warrants A and B and 27,056,069 shares underlying Pre-Funded Warrants — which are not currently exercisable within 60 days and are subject to 4.99% or, at the holder’s election, 9.99% beneficial ownership blockers. Recent activity included warrant exercises and open-market sales, and this amendment is described as an exit filing because the reporting persons no longer beneficially own more than five percent of Aureus Greenway’s common stock.
Aureus Greenway Holdings Inc. closed a private placement raising approximately $9.0 million by issuing and selling an aggregate of 3,009,667 shares of common stock and/or pre-funded warrants at $3.00 per share or warrant to institutional and accredited investors. The company also granted placement agent warrants equal to 8% of the shares sold, exercisable at $3.00 per share for five years. Separately, Aureus Greenway highlighted a definitive merger agreement with autonomous drone company Powerus, after which the combined company is expected to be renamed Powerus Corporation and listed on Nasdaq as “PUSA,” alongside a committed $50 million Powerus private placement from KCGI.
Aureus Greenway Holdings Inc. entered into a Merger Agreement to acquire Autonomous Power Corporation by merging a wholly owned subsidiary into Target, with Target surviving as a subsidiary.
At the Effective Time each outstanding Target share will convert into Parent common stock at an exchange ratio of 599.18229. An additional 42,500,000 Earn-Out Shares (increasing to 50,000,000 if a PIPE is consummated before closing) are payable upon achievement of specified milestones. The transaction is conditioned on, among other items, a Form S-4 registration, required stockholder approvals, Nasdaq listing approval, and the closing of a Private Placement expected to raise approximately $9.0 million.
Aureus Greenway Holdings Inc. agreed to acquire Autonomous Power Corporation in an all‑stock merger, with each Target common share converting into Parent common stock at a fixed 599.18229 exchange ratio. Target will become a wholly owned subsidiary and its options and warrants will be assumed and adjusted using the same ratio.
Former Target stockholders may earn up to 42,500,000 additional Aureus Greenway shares, rising to 50,000,000 shares if a defined PIPE financing is completed before closing, upon achieving specified earn‑out milestones. Closing requires SEC effectiveness of a Form S‑4, shareholder approvals, Nasdaq listing of new shares and completion of a related financing.
Alongside the merger, Aureus Greenway arranged a private placement of up to $9.0 million of common stock and/or pre‑funded warrants at a $3.00 per share purchase price, with Dominari Securities LLC as placement agent receiving an 8% cash commission and warrants to buy 240,774 shares at $3.00, expiring in 2031.
Aureus Greenway Holdings Inc. announced significant board and leadership changes. ChiPing Cheung resigned as Chief Executive Officer, President and director, and Stephen Ching Ping Cheung resigned as Chairman and director, both effective January 29, 2026, with the company stating their resignations were not due to disagreements over operations, policies or procedures. Both were reassigned to leadership and board roles at wholly owned subsidiaries Chrome Field I, Inc. and Chrome Field II, Inc.
The board appointed Matthew J. Saker as interim Chief Executive Officer, and he remains a director. Saker received a grant of 150,000 shares of restricted common stock as direct compensation, subject to continued service and compliance with his employment agreement. The company also appointed Christopher Schraft as an independent director and committee member, and granted him, along with directors Vuk Jeremic and Xinyue Jasmine Geffner, 50,000 restricted shares each for board service, with issuance conditioned on continued service and subject to forfeiture upon removal or termination for cause.
Aureus Greenway Holdings (AGH) reported a wider Q3 loss as operating costs rose while revenue softened. Q3 2025 revenue was $336,878, down from $436,899 a year ago, driven by lower one-time green fees, food and beverage, merchandise, and ancillary sales. Net loss expanded to $2,525,421 from $205,612, as salaries and benefits and other operating expenses increased materially.
For the nine months, revenue was $2,267,481 versus $2,639,071 last year, with a net loss of $2,548,470 compared to income of $54,671. Liquidity strengthened following financing activities: cash rose to $29,408,326 from $457,142 at year-end, total assets reached $35,187,036, and liabilities fell to $1,392,544 from $4,142,429 after repaying bank and related-party loans. Stockholders’ equity increased to $33,794,492. The company completed an IPO of 3,000,000 shares at $4.00 per share and a subsequent private placement of common stock and pre-funded warrants, which together drove $31.29 million of net cash from financing. Common shares outstanding were 14,608,988 at September 30, 2025, and 15,056,297 as of November 13, 2025.
Aureus Greenway Holdings Inc. has a group of affiliated reporting persons led by American Ventures LLC, Series XVI AGH and Trajan Holdings LLC that together report beneficial ownership of 459,654 shares of common stock, representing 3.15% of the outstanding class based on 14,608,988 shares outstanding as of August 14, 2025. Series XVI AGH directly owns 59,654 shares and holds warrants (the "AGH Warrants") exercisable into a large number of additional shares, while Trajan directly owns 400,000 shares.
The filing discloses that the AGH Warrants could convert into up to 29,885,057 shares under each of two warrant series and 28,731,069 pre-funded warrant shares, but those warrants are not currently exercisable within 60 days and include contractual ownership "blockers" that limit exercise to 4.99% (or, at the holder's election, 9.99%) beneficial ownership. The reporting persons acquired shares for investment and state they may engage in discussions about strategic transactions but have no definitive agreements.
Aureus Greenway Holdings Inc. (AGH) Schedule 13D/A discloses that a group of related entities and individuals led by American Ventures LLC, Series XVI AGH and Trajan Holdings LLC are reporting persons. Trajan directly owns 400,000 shares of AGH common stock, representing 2.74% of the 14,608,988 shares outstanding as of August 14, 2025. Series XVI AGH directly holds no common shares but holds large warrants (the "AGH Warrants") exercisable for a combined total of 88,800,791 shares across Common Warrants A, Common Warrants B and Pre-Funded Warrants, none exercisable within 60 days and each subject to a 4.99% (or 9.99% at holder election) beneficial ownership blocker. The reporting group purchased securities via private placements and a purchase agreement and states the holdings were acquired for investment purposes. Series XVI AGH reported recent warrant exercise and multiple sales of common shares in September 2025 that reduced the group’s beneficial ownership below 5%.