Stardust Power (NASDAQ: SDST) starts $5M at-the-market stock offering

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Stardust Power Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities Inc., allowing it to sell from time to time up to $5,000,000 of common stock on the Nasdaq Capital Market. Shares will be issued under the company’s existing Form S-3 shelf registration. B. Riley will act as sales agent or principal and receive a customary commission. Stardust Power plans to use any net proceeds for general corporate purposes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $5,000,000 aggregate offering price Common stock par value: $0.0001 per share Warrant exercise structure: 10 warrants for one share at $115.00 +1 more

4 metrics

ATM program size $5,000,000 aggregate offering price Maximum common stock sales under At Market Issuance Sales Agreement

Common stock par value $0.0001 per share Par value of Stardust Power common stock listed on Nasdaq

Warrant exercise structure 10 warrants for one share at $115.00 Redeemable warrants trading as SDSTW on Nasdaq Capital Market

Form S-3 registration number 333-294938 Shelf registration statement used to issue ATM shares

Key Terms

At Market Issuance Sales Agreement, emerging growth company, registration statement on Form S-3, Nasdaq Capital Market, +1 more

5 terms

At Market Issuance Sales Agreement financial

"entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

registration statement on Form S-3 regulatory

"The Shares will initially be issued pursuant to the Company’s registration statement on Form S-3 that is currently on file"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Nasdaq Capital Market financial

"through the facilities of the Nasdaq Capital Market or otherwise as may be agreed"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

customary indemnification rights regulatory

"The Company has provided the Agent with customary indemnification rights"

Offering Details

ATM

Offering

Offering Type ATM

Use of Proceeds general corporate purposes

Understanding 8-K Material Events →

05/08/2026 - 04:54 PM

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): May 8, 2026

Stardust Power Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39875

99-3863616

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

15 E. Putnam Ave, Suite 378

Greenwich, CT

06830

(Address of principal executive offices)

(Zip Code)

(800) 742 3095

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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, par value $0.0001 per share

SDST

The Nasdaq Capital Market

Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00

SDSTW

The Nasdaq Capital Market

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 1.01. Entry Into a Material Definitive Agreement.

On May 8, 2026, Stardust Power Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agent, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 (the “Shares”). Sales of the Shares, if any, will be made by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market or otherwise as may be agreed by the Company and the Agent. The Company intends to use the net proceeds from the offering, after deducting the Agent’s commission and the Company’s offering expenses, for general corporate purposes. Under the terms of the Sales Agreement, the Company may also sell Shares from time to time to the Agent as principal for its own account at a price to be agreed upon at the time of sale. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a customary commission rate based on the gross proceeds per Share sold.

The Shares will initially be issued pursuant to the Company’s registration statement on Form S-3 that is currently on file (Registration No. 333-294938).

The Agent and/or affiliates of the Agent have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for the Company and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement. The Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of the Company’s securities or financial instruments related to the Company’s securities and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The summary of the Sales Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

List of Exhibits

Exhibit No.		Description
1.1		At Market Issuance Sales Agreement, dated as of May 8, 2026, between Stardust Power Inc. and B. Riley Securities, Inc.
5.1		Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the Shares.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	STARDUST POWER INC.

	By:	/s/ Roshan Pujari
	Name:	Roshan Pujari
	Title:	Chief Executive Officer

DATED: May 8, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What financing agreement did Stardust Power (SDST) enter on May 8, 2026?

Stardust Power entered an At Market Issuance Sales Agreement with B. Riley Securities Inc. The arrangement permits sales of its common stock on Nasdaq over time, giving the company flexible access to equity financing subject to market conditions and internal instructions.

How much stock can Stardust Power sell under the new at-the-market program?

The company may sell shares of common stock with an aggregate offering price of up to $5,000,000. These shares will be issued periodically through B. Riley Securities on the Nasdaq Capital Market or other agreed venues, rather than in a single, fixed-size offering.

How will Stardust Power use proceeds from its at-the-market stock sales?

Stardust Power intends to use net proceeds from any stock sales for general corporate purposes. This typically includes funding operations, potential capital expenditures, and other corporate needs, after paying B. Riley’s commission and related offering expenses described in the agreement.

Which registration statement covers Stardust Power’s new stock sales program?

The shares sold under the At Market Issuance Sales Agreement will initially be issued pursuant to Stardust Power’s registration statement on Form S-3, Registration No. 333-294938. This existing shelf registration enables the company to offer securities on a delayed or continuous basis.

What role does B. Riley Securities play in Stardust Power’s at-the-market offering?

B. Riley Securities acts as sales agent and may also buy shares as principal. It will use commercially reasonable efforts to sell shares based on the company’s instructions and will receive a customary commission rate calculated on the gross proceeds from shares sold.

On which exchanges are Stardust Power securities listed and what are the symbols?

Stardust Power’s common stock, par value $0.0001 per share, trades on the Nasdaq Capital Market under the symbol SDST. Its redeemable warrants, ten of which are exercisable for one common share at $115.00, trade under the symbol SDSTW.

Filing Exhibits & Attachments

7 documents