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NASDAQ: SDST Stardust Power Inc. 8-K

Stardust Power launches up to $5M at-the-market equity offering through B. Riley Securities

Filed May 8, 2026 · Period ending May 8, 2026 · ~1 min read

3 key changes 1 high relevance 2 sections

Key Changes

  • high

    Company can now sell up to $5 million of common stock incrementally through ordinary broker transactions on Nasdaq, providing flexible access to capital but potentially diluting existing shareholders over time.

  • medium

    Sales will occur through B. Riley Securities as agent via ordinary broker transactions on the Nasdaq Capital Market, allowing the company to raise capital opportunistically based on market conditions.

  • low

    Shares will be issued under the company's existing shelf registration statement (Form S-3, Registration No. 333-294938), indicating prior SEC approval for the securities issuance program.

Summary

Stardust Power has established an at-the-market equity offering program that allows it to raise up to $5 million by selling common stock incrementally through B. Riley Securities. Unlike a traditional stock offering where all shares are sold at once, this ATM facility lets the company sell shares gradually into the market as needed, providing flexible access to capital for general corporate purposes.

For existing shareholders, this matters because each share sold will dilute their ownership stake, though the impact will be spread over time rather than occurring all at once. The up to $5 million cap represents the maximum potential dilution from this program.

The company is using an existing shelf registration, meaning it already had SEC approval to issue securities and is now activating a specific distribution mechanism. Investors should monitor the company's quarterly filings to track how much of the up to $5 million facility has been used and how many shares have been issued. The pace of share sales may signal management's view of capital needs and stock valuation.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~400 words

Company entered into an at-the-market equity offering agreement to sell up to $5M of common stock through B. Riley Securities.

3 Added
Added ATM equity offering agreement high

Added in current filing · verify on EDGAR →

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”).

The company has established an at-the-market equity offering program allowing it to sell up to $5 million of common stock through B. Riley Securities as sales agent. Sales will occur from time to time through ordinary broker transactions on the Nasdaq Capital Market. The company will use net proceeds for general corporate purposes after deducting agent commissions and offering expenses.

Added Share issuance mechanism medium

Added in current filing · verify on EDGAR →

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.

Shares will be sold through ordinary broker transactions on Nasdaq or through other methods agreed upon between the company and the agent. This is a flexible arrangement allowing the company to access capital opportunistically based on market conditions.

Show 1 minor / wording change
Added Registration statement reference low

Added in current filing · verify on EDGAR →

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 shares will be issued under an existing shelf registration statement on Form S-3. This indicates the company already has SEC approval to issue securities and is now activating a specific distribution mechanism under that registration.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Stardust Power entered an at-the-market equity offering agreement with B. Riley Securities to sell shares.

2 Added
Added At-the-market equity offering agreement high

Added in current filing · verify on EDGAR →

At Market Issuance Sales Agreement, dated as of May 8, 2026, between Stardust Power Inc. and B. Riley Securities, Inc.

Stardust Power has entered into an at-the-market (ATM) sales agreement with B. Riley Securities, allowing the company to sell shares directly into the market over time rather than in a single offering. This provides flexible access to capital as needed, though it may dilute existing shareholders incrementally.

Show 1 minor / wording change
Added Legal opinion on share issuance low

Added in current filing · verify on EDGAR →

Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the Shares.

The company has obtained a legal opinion from Gibson, Dunn & Crutcher confirming the validity of the shares to be issued under the ATM agreement. This is standard practice for equity offerings to ensure shares are properly authorized and legally issued.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify