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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