Aureus Greenway Holdings Inc

As filed with the United States Securities and Exchange Commission on August 4, 2025

Registration No. 333-[--]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Aureus Greenway Holdings Inc.

(Exact name of registrant as specified in its charter)

2995 Remington Boulevard

Kissimmee, Florida 34744

**Tel:(407) 344 4004 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Vcorp Services, LLC

701 S. Carson Street, Ste. 200

Carson City, NV 89701

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

William Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.

Ortoli Rosenstadt LLP

366 Madison Avenue, 3rd Fl.

New York, NY 10017

Tel: 212-588-0022

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

AUREUS GREENWAY HOLDINGS INC.

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 and

2,390,804 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 stock underlying common warrants A, (iv) 29,885,057 shares of our common stock underlying common warrants B, and (v) 2,390,804 shares 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 selling stockholders in a private placement that closed on July 25, 2025 (the “Private Placement”), and the placement agent warrants were issued to the placement agent in the Private Placement. The selling stockholders may from time to time sell, transfer or otherwise dispose of any or all of the securities in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 80 of this prospectus for more information. We are not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares of common stock by the selling stockholders. However, if the pre-funded warrants, common warrants A, common warrants B, and placement agent warrants are exercised in cash, we would receive gross proceeds of approximately $69.6 million.

Some selling stockholders received pre-funded warrants in lieu of shares of our common stock that would otherwise result in such selling stockholder’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation 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 such exercise. Each pre-funded warrant is exercisable for one share of common stock. The purchase price of each pre-funded warrant will be 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) and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant sold (without regard to any limitation on exercise set forth therein), the number of shares of common stock sold will be decreased on a one-for-one basis. We are also registering the shares of common stock issuable from time to time upon the exercise of the pre-funded warrants offered 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 below the current market price of the shares of common stock. Accordingly, the selling stockholders may have an incentive to sell because they have purchased or have the right to purchase the resale shares at effective prices lower than our public investors or the current trading price of the common stock and may profit significantly even under circumstances in which our other stockholders would experience losses in connection with their investment. For additional information, see “Risk Factors — Risks Relating to this Offering by the Selling stockholders — Certain existing stockholders, including the selling stockholders, purchased or may purchase, common stock at a price below the current trading price of such common stock, and may experience a positive rate of return based on the current 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 common stock on July 31, 2025 as reported on Nasdaq, was $2.48 per share of common stock.

On May 6, 2025 (the “Notification Date”), the Company received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the 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’s common stock was below $1.00 per share for 30 consecutive business days. The notification does not impact the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the Notification Date, until November 3, 2025, to regain compliance with the Minimum Bid Price Requirement. During this period, the Company’s common stock will continue to trade on the Nasdaq Capital Market. If at any time before November 3, 2025, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with this Minimum Bid Price Requirement. In the event the Company does not regain compliance by November 3, 2025, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the bid price requirement. To qualify for the additional 180-day period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company. The Company intends to take all reasonable measures to regain compliance under the Nasdaq Listing Rule 5550(a)(2). However, there can be no assurance that the Company will be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements or regain compliance with the Minimum Bid Price Requirement.

The may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should read this prospectus before you invest in any of our securities.

As of the date of this prospectus, the Company is authorized to issue 500,000,000 shares of capital stock, consisting of 450,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001. 20,000,000 shares of our preferred stock are designated into shares of series A preferred stock (the “Series A Preferred Stock”). Each share of our common stock is entitled to one vote, and each share of Series A Preferred Stock is entitled to twenty (20) votes on any matter on which action of the stockholders of the corporation is sought, respectively. Shares of our Series A Preferred Stock vote together with shares of our common stock. Shares of our common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends.

Additionally, we are a “controlled company” as defined under Nasdaq Marketplace Rules 5615(c). This “controlled company” status is due to the fact that The Steven Scopellite 2021 Irr beneficially owns all 10,000,000 shares of our Series A Preferred Stock and 650,000 shares of common stock of the Company and will be able to exercise 93.5% of our voting power and will be able to determine all matters requiring approval by our stockholders. For further information, see “Principal Stockholders.” We do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Marketplace Rules. However, our decision not to rely on the “controlled company” exemption could change. See “Risk Factors” and “Management — Controlled Company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in the offered securities involves significant risks. See “Risk Factors” beginning on page 10 to read about factors you should consider.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

i

You should rely only on the information contained in this prospectus, inclusive of the documents incorporated by reference herein, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the selling stockholders, have authorized any other person to provide you with different or additional information. Neither we, nor the selling stockholder take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus or incorporated by reference in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.

To the extent this prospectus contains summaries of the documents referred to herein, you are directed to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of such documents as described below in the section titled “Where You Can Find Additional Information.”

Except as otherwise set forth in this prospectus, neither we nor the selling stockholders have taken any action to permit an offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

Unless the context otherwise requires, in this prospectus, the term(s) “we”, “us”, “our”, “Company”, “our company”, and “our business” refer to Aureus Greenway Holdings Inc.