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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) August 10, 2026
STARDUST
POWER INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39875 |
|
99-3863616 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
15
E. Putnam Ave, Suite 378, Greenwich, CT 06830
(Address
of principal executive offices)
(800)
742-3095
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Director
Appointment
On
August 10, 2026, the Board of Directors (the “Board”) of Stardust Power Inc. (the “Company”) appointed Mr. V.
Ray Rivers to serve as a director until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified,
effective August 10, 2026. The Board also appointed Mr. Rivers to serve as a member of the Audit Committee and Compensation Committee
of the Board. The Board has determined that Mr. Rivers qualifies as an independent director for service on the Board, under the Nasdaq
listing standards.
Mr.
Rivers, age 64, brings more than three decades of experience in capital markets, institutional investments, and financial services.
Throughout his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital
Group, Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic
Forum. His experience spans institutional equity and fixed income markets, special situations investing and corporate
finance, further strengthening the Board’s capital markets and financial expertise. Mr. Rivers received his B.S. in Finance
from Louisiana State University.
There
are no arrangements or understandings between Mr. Rivers and any other persons pursuant to which he was selected to serve as a director.
He has no family relationships with any of the Company’s directors or executive officers. There are no transactions in which Mr.
Rivers has a direct or indirect material interest which would require disclosure under Item 404(a) of Regulation S-K.
In
connection with his appointment to the Board, Mr. Rivers will receive the Company’s standard non-employee director compensation,
consisting of (a) an annual cash retainer of $25,000, (b) an Audit Committee annual retainer of $7,500, (c) a Compensation Committee
annual retainer of $5,000, and (d) standard expense reimbursement rights. The compensation described herein under (a), (b) and (c) will
be pro-rated for Mr. Rivers’ partial year of service. The Company also expects to (i) make a grant of stock to Mr. Rivers equal
to approximately $100,000 at a future date on terms and conditions to be approved by the Board, in accordance with the Company’s
Amended and Restated 2024 Equity Incentives Plan and (ii) enter into its standard indemnification agreement with Mr. Rivers, the
form of which was previously filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2025, filed with the United States Securities and Exchange Commission on March 25, 2026.
A
copy of the Company’s press release announcing the appointment of Mr. Rivers is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 – Financial Statements and Exhibits.
(d)
The following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated August 11, 2026. |
| |
|
|
| 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. |
| |
|
|
| Date:
August 11, 2026 |
By: |
/s/
Roshan Pujari |
| |
Name: |
Roshan
Pujari |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Stardust
Power Appoints Ray Rivers to Board of Directors
GREENWICH,
Conn. – August 11, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”),
an American developer of battery-grade lithium carbonate, today announced the appointment of V. Ray Rivers to its Board of Directors
(the “Board”), effective August 10, 2026. Mr. Rivers will also serve as a member of the Audit Committee and Compensation
Committee of the Board.
Mr.
Rivers brings more than three decades of experience in capital markets, institutional investments, and financial services. Throughout
his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital Group,
Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic Forum. His
experience spans institutional equity and fixed income markets, special situations investing and corporate finance, further strengthening
the Board’s capital markets and financial expertise.
“We
are pleased to welcome Ray to Stardust Power’s Board of Directors,” said Roshan Pujari, Founder and Chief Executive Officer
of Stardust Power. “Ray’s extensive capital markets experience and public company governance experience complement the skills
and perspectives of our Board. We look forward to benefiting from his insights as we continue positioning Stardust Power to engage a
broader institutional investor audience.”
“Stardust
Power is developing an important piece of domestic critical mineral infrastructure, and I look forward to working alongside the Board
and management team,” said Mr. Rivers.
About
Stardust Power Inc.
Stardust
Power (NASDAQ: SDST) is building one of America’s largest battery-grade lithium carbonate refineries in Muskogee, Oklahoma, strategically
located in the center of the United States’ growing energy and manufacturing corridor. The refinery is expected to have production
capacity of up to 50,000 metric tons per annum and addresses the critical shortage of U.S. lithium refining capacity. Stardust Power
is focused on building of a resilient American battery supply chain.
For
more information, visit www.stardust-power.com
Stardust
Power Contacts
For
Investors:
Johanna
Gonzalez
investor.relations@stardust-power.com
For
Media:
Michael
Thompson
media@stardust-power.com
Cautionary
Note Regarding 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. We intend all forward-looking statements to be covered by the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. 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. These statements may include, without limitation, statements regarding management’s expectations about future business
strategies, financial performance, operating results, growth opportunities, market developments, competitive position, regulatory outlook,
our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under
the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical
or current facts and by the use of forward-looking words such as “anticipate,” “believe,” “estimate,”
“expect,” “forecast,” “intend,” “likely,” “may,” “model,” “outlook,”
“plan,” “predict,” “project,” “seek,” “target,” “will,” “could,”
“should,” or similar expressions.
Forward-looking
statements are not guarantees of future performance. They are based on current expectations, estimates, forecasts, and assumptions that
involve significant risks and uncertainties, many of which are beyond the Company’s control and are difficult to predict. Actual
results may differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including
but not limited to macroeconomic conditions; inflationary pressures; changes in interest rates; supply chain disruptions; evolving consumer
demand; competitive and technological developments; regulatory or legal changes; litigation exposure; cybersecurity threats; and fluctuations
in foreign exchange rates. In addition, other risks and uncertainties not presently known to us or that we currently believe to be immaterial
could affect the accuracy of any such forward-looking statements. All forward-looking statements should be evaluated with the understanding
of their inherent uncertainty. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made
only as of the date of this press release. Except as required by law, the Company assumes no obligation and expressly disclaims any duty
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, even
if subsequent events cause expectations to change.
You
should consult our filings with the U.S. Securities and Exchange Commission (SEC), including the “Risk Factors” section of
its most recent Annual Report on Form 10-K and subsequent filings on Form 10-Q, for additional detail about the factors that could affect
our financial and other results.