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Aureus Greenway Holdings Inc. (AGH) filed an 8-K announcing a $26 million private placement that closed on 25 Jul 2025. Investors purchased 29.89 million shares (or pre-funded warrants) bundled with an equal number of five-year common warrants A (exercise $1.00) and warrants B (exercise $1.25) at an all-in price of $0.87 per unit. Placement agents Revere Securities and Dominari Securities earned an 8 % cash fee ($2.08 million), expense reimbursement of $0.15 million, and 2.39 million five-year warrants exercisable at $1.00.
The deal is exempt from registration under Rule 506(b) and Section 4(a)(2); however, AGH committed to file a resale registration statement within 10 days and seek effectiveness within 45 (75 if fully reviewed) days. A 180-day lock-up restricts additional equity issuance.
Concurrently, certain existing shareholders sold 10 million Series A preferred shares at $0.01 and 4 million common shares at $0.975 to new buyers for a combined $4 million under a separate stock purchase agreement. All transactions include customary reps, warranties, indemnities and cashless exercise provisions capped at 4.99 % (optionally 9.99 %) ownership.
Net proceeds (after fees) are earmarked for working-capital needs. The placement could increase AGH鈥檚 fully diluted share count by more than 60 million shares, creating material dilution but materially strengthening liquidity.
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