Powerus completes merger with Aureus Greenway; legacy holders get 93% voting power, BDO replaces WWC as auditor

Aureus Greenway Holdings Inc

Merger closed Oct. 1, 2026: each Legacy Powerus share converted into 599.18229 shares of Company stock; ~134.6M shares issued plus 21.8M replacement options and 28.6M replacement warrants.
Legacy Powerus stockholders held ~83% of shares outstanding post-close and ~93% of voting power after the Series A Preferred exchange with The Steven Scopellite 2021 Irrevocable Trust.
Andrew Fox named CEO and Chairperson; Edward Jordan CFO; Brett Velicovich President; Saker and Lui resigned; board adds Velicovich, Finger, Britton, Allorto, Jeremic stays.
WWC, P.C. dismissed as auditor and BDO USA appointed after the Q3 2026 Form 10-Q filing; AGH disclosed material weaknesses in ICFR as of June 30, 2026 (segregation of duties, GAAP staffing).
Milestones cited: ~$2.5M order for 1,500 U.S.-made FPV drones and kits; Air Force IDIQ for the Guardian-2 counter-drone interceptor with ceiling up to $90M through mid-2028.

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