Aureus Greenway Holdings Inc美股招股说明书(2025-09-17版)

Up to 92,045,975 Shares of Common Stock Comprised of 728,988 Shares of Common Stock,Up to 29,156,069 Shares of Common Stock Underlying the Pre-Funded Warrants,29,885,057 Shares of Common Stock Underlying the Common Warrants A,29,885,057 Shares of Common Stock Underlying the Common Warrants B and2,390,804 Shares of Common Stock Underlying the Placement Agent Warrants This prospectus relates to the proposed resale or other disposition, from time to time by selling stockholders identified herein, of up to(i) 728,988 shares of common stock, par value $0.001 per share of Aureus Greenway Holdings Inc., a Nevada corporation (the“Company”), (ii) 29,156,069 shares of our common stock underlying pre-funded warrants,(iii) 29,885,057 shares of our common stockunderlying common warrants A, (iv) 29,885,057 shares of our common stock underlying common warrants B, and (v) 2,390,804shares of our common stock underlying placement agent warrants. The shares of common stock, pre-funded warrants, common warrants A and common warrants B were issued and sold to the sellingstockholders in a private placement that closed on July 25, 2025 (the “Private Placement”), and the placement agent warrants wereissued to the placement agent in the Private Placement. The selling stockholders may from time to time sell, transfer or otherwisedispose of any or all of the securities in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page79 of this prospectus for more information. We are not selling any shares of common stock in this offering, and we will not receive anyproceeds from the sale of shares of common stock by the selling stockholders. However, if the pre-funded warrants, common warrantsA, common warrants B, and placement agent warrants are exercised in cash, we would receive gross proceeds of approximately $69.6million. Someselling stockholders received pre-funded warrants in lieu of shares of our common stock that would otherwise result in suchsellingstockholder’s beneficial ownership exceeding 4.99%of our outstanding common stock immediately following theconsummation of the Private Placement. A holder of pre-funded warrants will not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder,such limit may be increased to up to 9.99%) of the number of common stock outstanding immediately after giving effect to suchexercise. Each pre-funded warrant is exercisable for one share of common stock. The purchase price of each pre-funded warrant willbe equal to the price per share of common stock, minus $0.001, and the remaining exercise price of each pre-funded warrant will equal$0.001 per share of common stock. The pre-funded warrants are immediately exercisable (subject to the beneficial ownership cap) andmay be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant sold (withoutregard to any limitation on exercise set forth therein), the number of shares of common stock sold will be decreased on a one-for-onebasis. We are also registering the shares of common stock issuable from time to time upon the exercise of the pre-funded warrantsoffered in the Private Placement. The shares of common stock being registered for resale were acquired or may be acquired by the selling stockholders for prices belowthe current market price of the shares of common stock. Accordingly, the selling stockholders may have an incentive to sell becausethey have purchased or have the right to purchase the resale shares at effective prices lower than our public investors or the currenttrading price of the common stock and may profit significantly even under circumstances in which our other stockholders wouldexperience losses in connection with their investment. For additional information, see “Risk Factors—Risks Relating to this Offeringby the Selling stockholders—Certain existing stockholders, including the selling stockholders, purchased or may purchase, commonstock at a price below the current trading price of such common stock, and may experience a positive rate of return based on thecurrent trading price. Future investors in the Company may not experience a similar rate of return.” Our shares of common stock are quoted on the Nasdaq Capital Market under the symbol “AGH”. The closing price of our commonstock on September 12, 2025 as reported on Nasdaq, was $4.315 per share of common stock. On May 6, 2025 (the “Notification Date”), the Company received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) notifyingthe Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share (the“Minimum Bid Price Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’scommon stock was below $1.00 per share for 30 consecutive business days. Th