8-K - Aureus Greenway Holdings Inc. | StockGist

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Aureus Greenway Holdings Inc. entered into a Merger Agreement on March 8, 2026, to acquire Autonomous Power Corporation via merger of its subsidiary Merger Sub, with Target surviving as a wholly owned subsidiary, and concurrently completed a $9.0 million private placement of common stock and pre-funded warrants. The transactions include an exchange ratio of 599.18229, potential earn-out shares up to 50 million, and Nasdaq listing approval as closing conditions.

Key Takeaways

1Merger Agreement dated March 8, 2026 with Autonomous Power Corporation; Target Common Stock converts at 599.18229 exchange ratio into Parent Common Stock

2$9.0 million gross proceeds from Private Placement at $3.00 per share via Securities Purchase Agreement dated March 6, 2026

3Earn-Out Shares of 42.5 million, increasing to 50 million if PIPE consummated before Closing

4Placement Agent Warrants for 240,774 shares at $3.00 exercise price, expiring March 6, 2031

5NewCo Board to consist of 5 Target-selected directors including Andrew Fox as CEO and Chair

6Closing conditions include Form S-4 effectiveness, stockholder approvals, Nasdaq listing, and Private Placement consummation; termination possible by Dec 31, 2026

Current Report Details

Event Type

Material Agreement

Securities Issuance

Exhibits On

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Merger Agreement Overview On March 8, 2026, Aureus Greenway Holdings Inc., a Nevada corporation (“ Parent ” or the “

Material Agreement

Source Document

3.02

Unregistered Sales of Equity Securities To the extent required by Form 8-K, the disclosures in Item 1.01 above relating to the Private Placement are incorporate

Securities Issuance

9.01

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: Exhibit No. Description 2.1 Agreement and Plan of Merger, date

Exhibits Only

Transaction Details

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: Aureus Greenway Holdings Inc. (Parent), Aureus Merger Sub Inc., Autonomous Power Corporation (Target), Andrew Fox (Stockholder Representative)

•Merger of Merger Sub into Target with Target surviving as wholly owned subsidiary of Parent
•Exchange Ratio of 599.18229 for Target Common Stock into Parent Common Stock
•Assumption of Target stock options and warrants adjusted by Exchange Ratio
•Earn-Out Shares of 42,500,000 increasing to 50,000,000 if Company PIPE consummated prior to Closing
•NewCo Board of 5 directors selected by Target including Andrew Fox as CEO/Chair
•Closing conditions include Form S-4 effectiveness, stockholder approvals, Nasdaq listing, Parent Financing
•Termination possible by mutual consent or Dec 31, 2026

Exhibits (7)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

2.1

EX-2.1

4.1

EX-4.1

4.2

EX-4.2

8-K