Stardust Power Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Stardust Power Inc. signed a big deal and sold some stock on Feb 7th.

AI Summary

On February 7, 2025, Stardust Power Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Stardust Power Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Stardust Power Inc. (company) — Registrant
• February 7, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39875 (identifier) — SEC File Number
• 99-3863616 (identifier) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SDST The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 SDSTW The Nasdaq Global Market In
• $2,000,000 — the Actual Royalty Amount is less than $2,000,000, the second anniversary of the Effectiv
• $2,000,000 b — alty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth anniv
• $8,000,000 — r greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the Effective

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 127KB
• ex99-1.htm (EX-99.1) — 18KB
• 0001493152-25-005524.txt ( ) — 445KB
• sdst-20250207.xsd (EX-101.SCH) — 4KB
• sdst-20250207_def.xml (EX-101.DEF) — 26KB
• sdst-20250207_lab.xml (EX-101.LAB) — 36KB
• sdst-20250207_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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): February 7, 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. On February 7, 2025, Stardust Power Inc. (the "Company") executed an exclusive license agreement (the "License Agreement") with KMX Technologies, Inc. ("KMX" or the "Licensor"), a Delaware corporation. Under the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX's vacuum membrane distillation technology (the "VMD Technology") and associated processes and systems (including units incorporating the VMD Technology (the "KMX VMD Units")) for the purpose of the Company's use of the technology in its refining and upstream operations. Among other obligations set forth in the Agreement, the Company shall be required to exclusively purchase all KMX VMD Units from the Licensor during the term of the Agreement on the terms and conditions set forth therein. The License Agreement grants the Company the exclusive right to sub license, use, market, sell and operate KMX's VMD Technology across the United States, Canada and select international markets. The Company agreed to pay KMX a royalty comprised of 500,000 shares of Company common stock (the "Royalty Shares") no later than March 15, 2025. The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering. The License Agreement shall have a term beginning the Effective Date until either of the following dates as determined by the stock price of the Company's common stock on the Nasdaq Global Market 240 days following the Effective Date: (i) in the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the Effective Date; (ii) in the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the Effective Date; or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more, the seventh anniversary of the Effective Date. The Company can renew the term of the License Agreement at its sole option upon the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD units during the initial term. The "Actual Royalty Amount", as defined in the License Agreement, is determined by the sum of the value of the Royalty Shares remaining unsold by KMX on the date that is 240 days following the date of the License Agreement (the "Effective Date"), plus the gross proceeds from any sales of the Shares prior to such date. The Company agreed to provide certain registration rights to the Licensor with respect to the Royalty Shares, including piggyback rights, to occur of (i) effect

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View this 8-K filing on SEC EDGAR