Stardust Power Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SDST The Nasdaq Global Ma
• $115.00 — of Common Stock at an exercise price of $115.00 SDSTW The Nasdaq Global Market In
• $4.0 million — ceived gross proceeds of approximately $4.0 million in exchange for issuance to Lind of a S
• $4.8 million — rtible Promissory Note in the amount of $4.8 million (the "Note") and a Common Stock Purchas
• $240,000 — in twenty (20) monthly installments of $240,000 commencing one hundred and twenty (120)
• $5.837 — o time at a fixed "Conversion Price" of $5.837 per share, subject to standard anti-dil

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex4-1.htm (EX-4.1) — 152KB
• ex4-2.htm (EX-4.2) — 103KB
• ex10-1.htm (EX-10.1) — 273KB
• ex10-2.htm (EX-10.2) — 104KB
• ex10-3.htm (EX-10.3) — 77KB
• ex10-4.htm (EX-10.4) — 52KB
• ex10-5.htm (EX-10.5) — 107KB
• ex99-1.htm (EX-99.1) — 15KB
• 0001493152-25-029844.txt ( ) — 1349KB
• sdstw-20251223.xsd (EX-101.SCH) — 4KB
• sdstw-20251223_def.xml (EX-101.DEF) — 26KB
• sdstw-20251223_lab.xml (EX-101.LAB) — 36KB
• sdstw-20251223_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 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 23, 2025 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 Global Market Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 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 (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 December 23, 2025, Stardust Power Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") with Lind Global Asset Management XIII LLC ("Lind"). Under the SPA, upon closing (which occurred on December 23, 2025) , the Company received gross proceeds of approximately $4.0 million in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4.8 million (the "Note") and a Common Stock Purchase Warrant (the "Warrant"), for the purchase of approximately 419,162 shares (the "Warrant Shares"). The SPA contains customary representations and warranties by the Company and, additional closings are subject to additional closing conditions detailed in the transaction documents. The proceeds of the financing can be used for general corporate purposes and for certain early design and engineering services, infrastructure improvement, procurement activities, and other expenses for the Company's project in Muskogee, Oklahoma. The Note, which does not accrue interest, shall be due and payable in twenty (20) monthly installments of $240,000 commencing one hundred and twenty (120) days from issuance date. The monthly installments, at the Company's option, may be made in (i) cash, (ii) common stock ("Repayment Shares"), or (iii) a combination of cash and Repayment Shares; provided that the number of Repayment Shares shall be determined by dividing the principal amount being paid in shares of Common Stock by the Repayment Share Price which is defined as ninety percent (90%) of the average of such five (5) consecutive daily VWAPs as may be selected by the Holder in its sole discretion during the twenty (20) Trading Days prior to the issuance of the Repayment Shares. The Note may be converted by Lind from time to time at a fixed "Conversion Price" of $5.837 per share, subject to standard anti-dilution clauses. The Note may be prepaid in whole upon ten (10) days' prior written notice, but in the event of a prepayment notice, Lind may convert up to one-third (1/3) of the principal at the lower of the Repayment Share Price or the Conversion Price. The Note contains a number of customary events of default. Additionally, the Note(s) are secured by all of the assets of the Company and its subsidiaries, pursuant to a security agreement that was entered into with the Investor, in connection with the issuance of the Note (the "Security Agreement"). In addition to the Security Agreement, the Company also entered into a pledge agreement pledging the entire capital stock and other equity interests in its subsidiaries to the Investor, in connection with the issuance of the Notes (the "Pledge Agreement"). Lastly, to further secure the Company's obligations under the Notes, Company's wholly owned subs

View Full Filing

View this 8-K filing on SEC EDGAR