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 1224, 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 ~~September~~August 920, 2025 (the “Approval Date”), ~~Joshua~~the ~~Tay~~Compensation ~~tendered~~Committee ~~his~~of ~~resignation~~the asBoard aof ~~director~~Directors ~~and~~(the “Committee”) of the ~~chair~~Aureus ofGreenway ~~Nominating~~Holdings ~~and~~Inc. ~~Corporate~~(the ~~Committee~~“Company”), aapproved ~~member~~the ~~of Audit~~grant ~~Committee~~to Ching Ping Stephen Cheung, the Director and aChairman of ~~member~~the Board of ~~Compensation~~the ~~Committee.~~Company, ~~The~~under ~~resignation~~the ofCompany’s ~~Joshua~~2025 ~~Tay~~Equity ~~was~~Incentive ~~not~~Plan a(the ~~result~~“Plan”) of ~~any~~nonqualified ~~disagreement~~options ~~with Aureus~~to ~~Greenway~~purchase ~~Holdings~~750,000 ~~Inc.~~shares (of the “Company”)’s ~~operations~~common stock, ~~policies~~par orvalue ~~procedures~~$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”).

OnAlso ~~September~~on 9,the ~~2025~~Approval Date, ~~Kay~~the ~~Hwa~~Committee ~~Tang~~approved ~~tendered~~the ~~his~~grant ~~resignation~~to asChiPing aCheung, ~~director~~the Company’s Chief Executive Officer and Director, Kay Hwa Tang, the ~~chair~~then ofDirector, ~~Compensation~~Joshua ~~Committee~~Tay, athe ~~member~~then ofDirector, ~~Nominating~~ and ~~Corporate~~Xinyue ~~Governance~~Jasmine ~~Committee~~Geffner, ~~and~~the aDirector, ~~member~~under ofthe ~~Audit~~Plan ~~Committee.~~of ~~The~~nonqualified options ~~resignation~~to ofpurchase ~~Kay~~60,000, ~~Hwa~~20,000, ~~Tang~~20,000, ~~was~~20,000 ~~not~~Common aStocks, ~~result~~respectively, ofat ~~any~~an ~~disagreement with~~exercise ~~the~~price ~~Company’s~~per ~~operations,~~share ~~policies~~of or$1.25 ~~procedures~~(the “Management Options”).

OnAlso ~~September~~on 9,the ~~2025~~Approval Date, ~~approved~~the byCommittee approved the ~~Board~~grant of ~~Directors~~nonqualified ~~and~~options ~~the~~to ~~Nominating~~purchase ~~and~~a ~~Corporate~~total ~~Governance~~of ~~Committee~~60,000 ~~Vuk~~Common ~~Jeremić~~Stock ~~was~~to ~~appointed~~certain asemployees aand ~~director~~consultants ~~and~~of the ~~chair~~Company ofunder ~~Nominating~~the ~~and~~Plan, ~~Corporate~~at ~~Committee,~~an aexercise ~~member~~price ofper ~~Audit~~share ~~Committee~~of ~~and~~$1.25 a(together ~~member~~with ofthe ~~Compensation~~S. ~~Committee,~~Cheung Options and ~~Matthew~~the JManagement Options, the “Stock Options”). ~~Saker~~The ~~was~~Stock ~~appointed~~Options aswill abe ~~director~~subject ~~and~~to the ~~chair~~terms of ~~Compensation~~the ~~Committee,~~Plan aand ~~member~~its applicable form of ~~Nominating~~stock ~~and~~option ~~Corporate~~agreement ~~Governance Committee~~adopted thereunder. The Stock Options shall vest and abecome ~~member~~exercisable immediately. The grant of ~~Audit~~Stock Options ~~Committee,~~shall ~~both~~not be effective asunless ofand ~~September~~until 9,the ~~2025~~Plan is duly approved by the Company’s stockholders and becomes effective.

~~The~~On ~~Board~~August ~~has~~13, ~~determined~~2025, ~~that~~certain ~~Vuk~~stockholder ~~Jeremić~~holding a majority of the voting power of the aggregate issued and ~~Matthew~~outstanding J.shares ~~Saker~~of ~~are~~our ~~independent~~voting ~~within~~stock approved the ~~meaning~~adoption of ~~Nasdaq~~the ~~Listing~~Plan, ~~Rule~~which ~~5605(a)(2)~~became effective on September 23, 2025. On September 24, 2025, the Company issued the Stock Options under the Plan.

The ~~biographical~~foregoing ~~information~~description of ~~Vuk~~the ~~Jeremić~~Stock ~~and~~Options ~~Matthew~~do J.not ~~Saker~~purport to be complete and are ~~set~~qualified ~~forth~~in ~~below:~~their entirety by reference to the full text of the form of such agreement, which is attached hereto as Exhibit 10.1.

Vuk Jeremić is the President of the Center for International Relations and Sustainable Development (CIRSD), a global public policy think-tank, and Editor-in-Chief of the quarterly magazine “Horizons - Journal of International Relations and Sustainable Development.” Since 2013, Mr. Jeremić has operated Vuk Jeremić ent Consulting Agency Belgrade. From November 2022 to September 2023, Mr. Jeremić served as an director of Onconetix, Inc. (Nasdaq: ONCO, previously named as Blue Water Vaccines Inc.) From August 2019 to December 2021, Mr. Jeremić served on the board of managers of Atomic 47 LLC. In 2016, Mr. Jeremić participated in the official election for United Nations (UN) Secretary-General. After six rounds of voting in the UN Security Council, he finished in the second place, behind Mr. Antonio Guterres. In June 2012, Mr. Jeremić was directly elected by the majority of world’s nations to be the President of the 67th session of the UN General Assembly. During his term in office, he played a leading role in steering the UN towards the establishment of the Sustainable Development Goals (SDGs). Mr. Jeremić served as Serbia’s Minister of Foreign Affairs from 2007 to 2012. In 2007, he chaired the Council of Europe’s Committee of Ministers. Mr. Jeremić has lectured at major universities, think-tanks, and institutes around the world, as well as published opinion pieces in leading outlets including The New York Times, The Washington Post, The Wall Street Journal, The Financial Times and Le Monde. Mr. Jeremić was named a Young Global Leader by the World Economic Forum in 2013 and appointed to the Leadership Council of the UN Sustainable Development Solutions Network (UN SDSN) in 2014. Mr. Jeremić served as the President of the Serbian Tennis Federation from 2011 to 2015.

Mr. Jeremić holds a bachelor’s degree in theoretical physics from Cambridge University in 1998 and a master’s degree in public administration in international development from Harvard University’s John F. Kennedy School of Government in 2003. Mr. Jeremić was named a Young Global Leader by the World Economic Forum in 2013, and appointed to the Leadership Council of the United Nations Sustainable Development Solutions Network (UN SDSN) in 2014.

Matthew J. Saker is a senior vice president in CBRE’s global advisory & transaction services group since 2003, bringing over 23 years of experience with the firm. His tenure includes his time as a managing director at Insignia ESG, which was acquired by CBRE in July 2003. Prior to joining CBRE, Mr. Saker served as vice president at Peter Elliot & Co. from 1997 to April 2002, and earlier in his career, he worked in advisory & transaction services at Grubb & Ellis from 1995 to 1996. Mr. Saker obtained his bachelor of science degree in business & economics at St. Joesph’s University in 1985 and his master of science degree in real estate development at School of Architecture, Planning & Preservation, Columbia University in 1991.

No family relationships exist between Mr. Jeremić or Mr. Saker and any other directors or executive officers of the Company. There are no transactions to which the Company is or was a participant and in which either Mr. Jeremić or Mr. Saker has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

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 1224, 2025

Aureus Greenway Holdings Inc.

By:	/s/ ChiPing Cheung
Name:	ChiPing Cheung
Title:	Chief Executive Officer, President and Director

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