8-K

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): April23, 2025

Aureus

Greenway Holdings Inc.

(Exactname of registrant as specified in its charter)

Nevada	001-42507	99-0418678
(State<br> or other Jurisdiction <br><br> of Incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer <br><br> Identification No.) , Florida
	2995 Remington Boulevard<br><br> <br>Kissimmee	34744
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s Telephone Number, including Area Code**: (407)**

344

4004

(Former

Name or Former Address, if Changed Since Last Report): Not Applicable

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common<br> Stock, $0.001 par value per share	AGH	The<br> 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. ☐

Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 23, 2025, Aureus Greenway Holdings Inc.(the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company did not comply with the minimum $2.5 million stockholders’ equity, $35 million market value of listed securities (“MVLS”), or $500,000 of net income from continuing operations requirements for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), respectively. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

The Notice states that the Company has 180 calendar days, or until October 20, 2025, to regain compliance with the Listing Rules. To regain compliance, the Company’s MVLS must meet or exceed $35.0 million for a minimum of ten consecutive business days during the 180-day compliance period ending on October 20, 2025. The Company intends to monitor its MVLS and consider its available options to regain compliance with the Listing Rules.

Forward-LookingStatements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “anticipates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including the Company’s ability to regain compliance with the Listing Rules during any compliance period or in the future, the risk that the Company may not otherwise meet Nasdaq compliance standards for the Nasdaq Capital Market and therefore be subject to delisting or delisting upon the expiration of any applicable compliance period, the risk that Nasdaq may not grant any relief from delisting as necessary to maintain a listing, or the risk that the Company may not ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

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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.

	Aureus Greenway Holdings Inc.
Date:<br> April 25, 2025		/s/ ChiPing Cheung
	Name:	ChiPing<br> Cheung
	Title:	Chief<br> Executive Officer and Director

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