Stardust Power Inc. Announces Pricing of $4.3 Million Underwritten Public Offering

Rhea-AI Summary

Stardust Power (NASDAQ: SDST), a battery-grade lithium products developer, has announced the pricing of an underwritten public offering expected to raise $4.3 million in gross proceeds. The offering comprises 21.5 million shares of common stock priced at $0.20 per share. Aegis Capital Corp. serves as the sole book-running manager and has a 45-day option to purchase up to 15% additional shares for over-allotments. The offering is anticipated to close around June 18, 2025, subject to customary conditions. The company plans to use the net proceeds for general corporate purposes and working capital. The offering is made through a Form S-1 registration statement declared effective by the SEC on June 16, 2025.

Positive

• Successful pricing of $4.3 million public offering to strengthen working capital
• Additional 15% over-allotment option could provide extra funding if exercised

Negative

• Significant dilution for existing shareholders with 21.5 million new shares being issued
• Low share price of $0.20 indicates potential market concerns or distressed valuation

Insights

Financial Analyst

Stardust Power's $4.3M offering at $0.20/share represents significant dilution, raising concerns about cash position and valuation.

This public offering raises several red flags. Stardust Power is issuing a substantial 21.5 million shares at just $0.20 per share to raise $4.3 million. The extremely low share price suggests the company is struggling with valuation challenges. When companies issue shares at such low prices, it typically indicates financial distress or significant capital needs that couldn't be met through less dilutive methods.

The dilution here is substantial. The 45-day overallotment option could add up to 15% more shares, potentially increasing total dilution. The vague use of proceeds - "general corporate purposes and working capital" - provides little insight into specific operational plans, which is concerning given the capital raise size.

This offering structure suggests Stardust Power may be facing cash constraints. As a battery-grade lithium developer, the company operates in a capital-intensive industry with typically long development timelines. The timing and terms of this offering may indicate difficulties securing more favorable financing, potentially due to challenging market conditions in the lithium sector or company-specific operational challenges.

The involvement of a sole bookrunner rather than a consortium of underwriters for this small offering further supports the assessment that the company has limited financing options currently available. Investors should carefully evaluate Stardust's cash burn rate, development timeline, and pathway to commercialization before considering this opportunity.

GREENWICH, CONNECTICUT, June 17, 2025 (GLOBE NEWSWIRE) -- Stardust Power Inc. (NASDAQ: SDST) (the “Company”), an American developer of battery-grade lithium products, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $4.3 million, before deducting underwriting fees and other offering expenses payable by the Company.

The offering consists of 21,500,000 shares of common stock (“Common Stock”). The public offering price per share of Common Stock is $0.20.

In addition, the Company has granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase additional shares of Common Stock of up to 15.0% of the number of shares of Common Stock sold in the offering solely to cover over-allotments, if any.

Aggregate gross proceeds to the Company are expected to be approximately $4.3 million. The transaction is expected to close on or about June 18, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Aegis Capital Corp. is acting as the sole book-running manager for the offering. Thompson Hine LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

A registration statement on Form S-1 (No. 333-287939) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2025 was declared effective by the SEC on June 16, 2025. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Stardust Power Inc.

Stardust Power is a developer of battery-grade lithium products designed to bolster America’s energy leadership by building resilient supply chains. Stardust Power is developing a strategically central lithium processing facility in Muskogee, Oklahoma with the anticipated capacity of producing up to 50,000 metric tons per annum of battery-grade lithium. The Company is committed to sustainability at each point in the process. Stardust Power trades on the Nasdaq under the ticker symbol “SDST.”

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans, including but not limited to: whether or not the Company will be able to raise capital through the sale of securities or consummate the offering; the satisfaction of customary closing conditions and prevailing market conditions. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

For Investors:

Johanna Gonzalez
investor.relations@stardust-power.com

For Media:

Michael Thompson
media@stardust-power.com

FAQ

What is the size and price of Stardust Power's (SDST) public offering in June 2025?

Stardust Power's public offering consists of 21.5 million shares priced at $0.20 per share, expected to raise approximately $4.3 million in gross proceeds.

How will Stardust Power (SDST) use the proceeds from its $4.3M offering?

Stardust Power plans to use the net proceeds from the offering for general corporate purposes and working capital.

Who is the underwriter for Stardust Power's (SDST) June 2025 public offering?

Aegis Capital Corp. is acting as the sole book-running manager for the offering.

When will Stardust Power's (SDST) $4.3M public offering close?

The offering is expected to close on or about June 18, 2025, subject to customary closing conditions.

What is the over-allotment option in Stardust Power's (SDST) offering?

Aegis Capital Corp. has a 45-day option to purchase up to 15% additional shares solely to cover any over-allotments.