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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2025
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 filing is intended to simultaneously satisfy the filing obligation to 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 Global Market | ||
| Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | SDSTW | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
As previously disclosed, Stardust Power Inc. (the “Company”) and B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”) entered into a Common Stock Purchase Agreement, dated October 7, 2024 (the “Purchase Agreement”) where upon satisfaction of the conditions contained therein, the Company will have the right, in its sole discretion, to sell up to $50,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to B. Riley Principal Capital II.
On May 15, 2025, the Company and B. Riley Principal Capital II entered into an amendment (the “Amendment”) to the Purchase Agreement to reduce the minimum closing price of the Company’s Common Stock on the trading day immediately prior to the day of such purchase of shares of Common Stock by B. Riley Principal Capital II from $1.00 per share to $0.50 per share (the “Threshold Price”). All other terms of the Purchase Agreement remain unchanged.
The foregoing descriptions of the Purchase Agreement and the Amendment are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024, and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2024, by and between Stardust Power Inc. and B. Riley Principal Capital II, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 15, 2025 | STARDUST POWER INC. | |
| By: | /s/ Roshan Pujari | |
| Name: | Roshan Pujari | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO
COMMON STOCK PURCHASE AGREEMENT
This AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of May 15, 2025, by and between Stardust Power Inc., a Delaware company (the “Company”), and B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”).
WHEREAS, the Company entered into that certain Common Stock Purchase Agreement with the Investor (the “Purchase Agreement”) dated as of October 7, 2024; and
WHEREAS, the Company and the Investor desire to amend the Purchase Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Purchaser hereby agree as follows:
1. Amendment to the Threshold Price. The definition of “Threshold Price” contained in Annex I to the Purchase Agreement is hereby amended and restated in its entirety as follows:
“Threshold Price” means $0.50, which shall not be adjusted (proportionally or otherwise) for any forward stock split, reverse stock split, stock combination, stock dividend, recapitalization, reorganization or other similar transaction involving the capital stock of the Company that occurs on or after the date of the Agreement.
2. No Further Amendment. Except as amended by this Amendment, the Purchase Agreement remains unaltered and shall remain in full force and effect.
3. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the terms of the Purchase Agreement.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, each of the Company and the Purchaser has caused this Amendment to be executed and delivered by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
| STARDUST POWER, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| INVESTOR | ||
| B. RILEY PRINCIPAL CAPITAL II, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
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