Business Context and Reporting Period
Company: Stardust Power Inc. (SDST)
Filing Type: Form 8-K (Current Report)
Date of Report: February 12, 2026 (Event Date); February 18, 2026 (Signature Date)
Reporting Period: Specific event reporting regarding a material definitive agreement.
Key Financial Metrics and Transaction Details
This filing does not report standard financial performance metrics (revenue, profit, cash flow) for a fiscal period. Instead, it details a potential equity financing arrangement:
- Agreement Type: Common Stock Purchase Agreement (Equity Line of Credit).
- Counterparty: B. Riley Principal Capital II, LLC.
- Maximum Proceeds: Up to $10,000,000 in newly issued common stock.
- Term: 36 months from the Commencement Date.
- Issuance Cap (Exchange Cap): 1,972,924 shares (19.99% of outstanding shares) unless stockholder approval is obtained or the average purchase price exceeds $3.57 per share.
- Beneficial Ownership Limit: B. Riley Principal Capital II cannot beneficially own more than 4.99% of outstanding shares.
- Pricing Mechanism: Volume Weighted Average Price (VWAP) less a 3.0% discount.
- Immediate Costs:
- Commitment Fee: $100,000 (payable to B. Riley).
- Legal Reimbursement: $50,000 total ($25,000 paid prior, $25,000 due at Commencement).
- Underwriter Fee: $50,000 paid to Seaport Global Securities LLC (plus $5,000 expense reimbursement).
Material Changes Versus Prior Period
The filing represents a new material definitive agreement entered into on February 12, 2026. There are no comparative financial metrics provided in this document to assess changes in revenue, profit, or debt levels versus prior periods. The primary change is the establishment of a discretionary equity financing facility.
Guidance, Outlook, and Risks
- Use of Proceeds: Working capital and general corporate purposes.
- Management Discretion: The Company has the sole right, but no obligation, to sell shares. Sales are subject to market conditions and price thresholds.
- Termination Risks: The agreement terminates automatically upon:
- Expiration of the 36-month term.
- Full issuance of $10,000,000 worth of shares.
- Delisting from Nasdaq or an eligible market for one trading day.
- Bankruptcy proceedings or appointment of a custodian.
- Dilution Risk: Issuance of up to 19.99% of outstanding shares (or more with approval) will dilute existing shareholders.
- Regulatory Compliance: Requires a qualified independent underwriter (Seaport Global Securities LLC) and SEC registration for resale.
Investor Verification Checklist
- Verify the current number of outstanding shares to calculate the exact dilution impact of the 1,972,924 share cap.
- Confirm the "Commencement Date" has been reached (requires SEC registration statement effectiveness).
- Review the full text of the Purchase Agreement (Exhibit 10.1) for specific price thresholds and volume limitations.
- Monitor future filings for actual sales of shares under this agreement and the resulting cash inflows.
- Check for any stockholder approval votes required if the Company intends to exceed the 19.99% issuance cap.