Stardust Power Inc. 8-K

What Happened
Stardust Power Inc. announced it entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with B. Riley Principal Capital II on February 12, 2026 (filed on Form 8‑K Feb 18, 2026). Under the agreement the Company may, at its option and subject to conditions, sell up to $10,000,000 of newly issued common stock to B. Riley over a 36‑month period after the registration statement for resale is declared effective (the “Commencement”). The Company says it intends to use net proceeds for working capital and general corporate purposes.

Key Details

• Up to $10,000,000 of newly issued common stock may be sold to B. Riley Principal Capital II, at the Company’s discretion, over a 36‑month period beginning on the Commencement Date.
• Purchases can be made as “Market Open Purchases” or intraday purchases; the per‑share purchase price is tied to the volume‑weighted average price (VWAP) during specified trading periods, less a fixed 3.0% discount.
• Nasdaq issuance cap: the agreement limits issuances to 1,972,924 shares (19.99% of then‑outstanding shares) unless shareholder approval is obtained or the average price paid by B. Riley equals or exceeds $3.57 per share; B. Riley and affiliates also may not exceed 4.99% beneficial ownership.
• Fees/costs: Stardust agreed to pay a $100,000 commitment fee (may be partially waived) and certain legal fees/reimbursements (including $25,000 paid and $25,000 due at Commencement). The Company engaged Seaport as the qualified independent underwriter and paid Seaport $50,000 plus expenses.

Why It Matters
This agreement gives Stardust flexible access to up to $10M in capital on demand, which can help fund operations without negotiating separate financings each time. However, any shares issued under the agreement will dilute existing shareholders; issuance is limited by Nasdaq rules (19.99% cap) and beneficial ownership limits (4.99%). The transaction only becomes available after an SEC‑effective resale registration, so proceeds are not immediate. Investors should watch for (a) the Company’s decision to draw on this facility, (b) any share issuances that increase outstanding stock, and (c) related filings (registration effectiveness and resale prospectus) that trigger Commencement.