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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  

 

 

 

 

Exhibit 10.1

 

FORM STOCK OPTION AGREEMENT

 

AUREUS GREENWAY HOLDINGS INC.
2025 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

 

THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into by and between AUREUS GREENWAY HOLDINGS INC., a Nevada corporation (the “Corporation”) and the Grantee on the Grant Date. The Committee has authorized this grant of the Option to the Grantee to purchase a number of shares of Common Stock of the Corporation as set forth below. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the AUREUS GREENWAY HOLDINGS INC. 2025 Equity Incentive Plan (the “Plan”).

 

Grantee: ___________________________________
Grant Date: ___________________________________
Number of Shares: ___________________________________
Exercise Price: ___________________________ per share
Type of Option (select one):

Incentive Stock Option

  Nonqualified Stock Option

 

The parties hereto agree as follows:

 

1. Grant of Option. Subject in all respects to the Plan and the terms and conditions herein, the Grantee is hereby granted an Option to purchase from the Corporation the shares of Common Stock (“Option”) at the Exercise Price as set forth above. The Exercise Price may be less than the Fair Market Value of a share of Common Stock on the Grant Date.

 

2. Vesting; Exercise.

 

2.1 Vesting Generally. Except as set forth below, the Option shall vest and become exercisable immediately. To the extent that the Option has become vested and exercisable, that portion of the vested Option may be exercised by the Grantee, in whole or in part, at any time prior to the expiration of the stated term of the Option as provided in Section 3.

 

Upon expiration of the Option, the Option shall be canceled and no longer exercisable.

 

2.2 Forfeiture. Upon the Grantee’s termination of continuous Service or other failure to satisfy the vesting conditions set forth in paragraph 2.1, any Option held by the Grantee that have not vested in accordance with paragraph 2.1 shall immediately be deemed forfeited, and the Grantee shall have no further rights with respect to the Option.

 

2.3 Change in Control. Upon a Change of Control of the Corporation, the Option shall vest in full immediately prior to the Change of Control, subject to the Grantee remaining in the continuous Service of the Corporation until the Change of Control occurs.

 

 

 

 

3. Option Term. If it has not terminated sooner, this Option shall expire on the 10th anniversary of the Grant Date or, if the Grantee is a 10% or more stockholder as described in Section 2.2 of the Plan, the 5th anniversary of the Grant Date.

 

4. Method of Exercise. The vested portion of this Option may be exercised in whole or in part at any time during the term, by giving written notice of exercise to the Corporation specifying the number of shares of Stock to be purchased. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted by applicable statutes and regulations, either:

 

(a) in cash or by certified or bank check at the time the Option is exercised;

 

(b) by delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a “Stock for Stock Exchange”);

 

(c) through a “cashless exercise program” established with a broker;

 

(d) by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise;

 

(e) by any combination of the foregoing methods.

 

5. Restriction on Transfer of Option. No part of the Option, whether or not vested, may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated. All rights with respect to the Option shall be exercisable during the Grantee’s lifetime only by such Grantee, except as designated by the Grantee by will or by the laws of descent and distribution.

 

6. Stockholder Rights. The Grantee shall not be entitled to any rights of a stockholder of the Corporation, including the right to vote or receive dividends declared or paid with respect to the Stock underlying the Options, until the Stock is issued to the Grantee upon exercise of the Option. Stock issued upon exercise of the Option is subject to the terms and conditions of the certificate of incorporation, bylaws and other governing documents of the Corporation, as they may be amended from time to time.

 

7. Securities Law Compliance. Shares of Stock issued pursuant to the exercise of these Options are subject to the terms and conditions of Section 9.3 of the Plan, including that the Corporation is not required to issue any shares of Stock under this Award if the issuance of such shares would constitute a violation by the Grantee or the Corporation of any provision of any law or regulation of any governmental authority, including without limitation, any federal or state securities laws or regulations.

 

 

 

 

8. Tax Withholding. The Corporation shall have the right to deduct from payments of any kind otherwise due to the Grantee any federal, state, or local taxes of any kind required by law to be withheld upon the issuance of any shares of Stock subject to this Award in accordance with Section 7.6 of the Plan.

 

9. Tax Matters. To the extent that this Option is designated as an ISO, but does not qualify as an incentive stock option, or is not designated as an ISO, it shall be treated as a non-statutory stock option or NSO under the Plan.

 

10. Notification of Disposition. If this Option is an ISO, the Grantee must notify the Corporation in writing within thirty (30) days of any disposition of shares of Common Stock acquired by the Grantee pursuant to the exercise of this Option, if such disposition occurs within two (2) years of the Grant Date, or one (1) year of the date of exercise, of the Option.

 

11. Provisions of Plan Control. This Agreement is subject to all terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee or the Board and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements and understandings (whether written or oral) between the Corporation and the Grantee with respect to the subject matter hereof.

 

12. Successors, Assigns and Transferees. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each of their respective successors and permitted transferees (including, upon the death of the Grantee, the Grantee’s estate).

 

13. No Obligation to Continue Service. This Agreement is not an agreement of directorship, employment or other service. This Agreement does not guarantee that the Corporation or any affiliate will retain or continue to retain the Grantee during the entire, or any portion of the, term of this Agreement, nor does it modify in any respect the Corporation’s or any affiliate’s right to terminate or modify the Grantee’s services as director, employee or otherwise.

 

14. Adjustment. The number and kind of shares of Stock subject to this Award are subject to adjustment as provided in Section 1.5(b) of the Plan.

 

15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule.

 

16. Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) with counterpart signature pages or in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date set forth above.

 

  AUREUS GREENWAY HOLDINGS INC.
     
  By:  
  Name:  
  Title:  
     
  GRANTEE