Aureus Greenway (PUSA) Announces Merger Close; New CEO, Board & Charter

What Happened
Aureus Greenway Holdings, Inc. (PUSA) filed an 8-K on Oct 1, 2026 reporting the closing of a merger that effectuated a corporate name change to Powerus Corporation, a reconstituted board and new executive leadership. Effective at closing, Andrew Fox was named CEO, Edward Jordan was named CFO and Brett Velicovich was named President. The company also amended its charter and bylaws, approved a large equity incentive plan, and replaced its independent registered public accounting firm (WWC, P.C.), with WWC dismissed effective upon completion of its review and the related Form 10‑Q filing.

Key Details

• Merger and corporate changes:
  • Name changed to Powerus Corporation; authorized common shares increased to 800,000,000 (A&R Charter filed Oct 1, 2026).
  • Bylaws now establish a classified (three-class) board, change quorum to a majority of outstanding voting power, add advance-notice procedures for stockholder nominations, and include exclusive forum provisions.
• Board and management:
  • New Board members: Andrew Fox (Chair & CEO), Brett Velicovich (President), Jason Finger, Matthew Britton, Richard Allorto, Vuk Jeremic (remained). Terms staggered across 2027–2029.
  • New executive officers: Andrew Fox (CEO, base salary $350,000), Edward Jordan (CFO via amended consulting agreement, cash $350,000 + $250,000 one‑time bonus), Brett Velicovich (President, base salary $350,000).
• Compensation and equity:
  • Powerus 2026 Equity Incentive Plan approved with an initial share pool of 50,000,000 shares and annual automatic increases (up to 5% of diluted stock each Jan 1, 2027–2036).
  • Non-employee director cash retainer: $40,000; committee chair/member retainers specified; one-time option grants of 50,000 shares to each non-employee director vesting over ~1 year.
  • Edward Jordan to receive 500,000 RSUs and options to purchase 250,000 shares vesting over one year beginning Jan 1, 2027.
• Auditor and controls:
  • WWC, P.C. dismissed as independent auditor effective upon completion of its review and the related Form 10-Q. WWC’s prior reports (2024–2025) were unmodified.
  • WWC reported material weaknesses in internal control over financial reporting as of June 30, 2026 (inadequate segregation of duties and insufficient finance/reporting staff); the Audit Committee discussed these matters with WWC.
• Employment/severance protections:
  • New employment agreements for Fox and Velicovich (three-year initial term) include target annual bonuses ≥100% of base (floor $150,000), severance (generally 18 months base or remainder of term; enhanced cash severance = 2x base + 2x target bonus if termination around a change in control), and 12-month post‑termination non-compete/non-solicit covenants.

Why It Matters

• Control and strategy: The merger, leadership changes and board reconstitution represent a material change in control and strategic direction — investors should note new management and board composition and the company’s rebranding to Powerus.
• Potential dilution and share supply: The large 50M initial incentive pool, automatic annual increases (up to 5% dilution per year), and the increase in authorized shares to 800M could lead to meaningful future dilution for common shareholders.
• Financial reporting risk: Identified material weaknesses in internal control and the auditor transition are items investors should watch; these can affect the timing and reliability of SEC filings and may require remediation.
• Compensation and liabilities: New executive and director compensation, equity grants and severance protections create recurring cash and equity obligations that affect governance and shareholder economics.

(See the 8‑K filed Oct 1, 2026 for full exhibits and employment/agreement texts.)