Stardust Power Inc.

8-K · form8-k.htm

0001831979

 2026-06-02
 2026-06-02

 0001831979

 SDST:CommonStockParValue0.0001PerShareMember

 2026-06-02
 2026-06-02

 0001831979

 SDST:RedeemableWarrantsWith10WarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf115.00Member

 2026-06-02
 2026-06-02

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 UNITED
STATES

 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): June 2, 2026

  

 STARDUST
POWER INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-39875
  
 99-3863616

 (State or other jurisdiction
 of
  
 (Commission
  
 (IRS Employer

 incorporation or organization)
  
 File Number)
  
 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 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 Capital Market

 Redeemable warrants, with
 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00
  
 SDSTW
  
 The Nasdaq Capital 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. ☐

  

  

  

  

  

  

 On
June 2, 2026, Stardust Power Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
As of the close of business on April 6, 2026, the record date for the Annual Meeting, there were 9,990,130 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote at the meeting.

  

 Item
5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

  

 At
the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s 2024 Equity Incentive
Plan (as so amended, the “Plan”) to increase the number of shares available for issuance under the Plan by 2,600,000 shares
and extend the Plan’s term to April 8, 2036.

  

 For
additional information regarding the Plan, please refer to the heading “Summary of the A&R 2024 Plan” contained in Proposal
5 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026
(the “Proxy Statement”), which description is incorporated herein by reference.

  

 The
foregoing description of the Plan and the summary contained in the Proxy Statement do not purport to be complete and are qualified in
their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K
and is incorporated herein by reference.

  

 Item
5.07. Submission Of Matters To A Vote Of Security Holders.

  

 At
the Annual Meeting, the Company’s stockholders voted upon the following five proposals, each of which is described in more detail
in the Proxy Statement. The final vote results for each proposal were as follows:

  

 Proposal
1: Election of Directors

  

 The
stockholders elected each of the director nominees set forth below to serve a one-year term expiring at the 2027 Annual Meeting of Stockholders
or until their successors are duly elected and qualified, with votes as follows:

  

  
  
 FOR
  
 WITHHOLD
  
 BROKER NON-VOTES

 Roshan Pujari
  
 3,480,943
  
 28,311
  
 3,144,246

 Anupam Agarwal
  
 3,460,636
  
 48,618
  
 3,144,246

 Charlotte Nangolo
  
 3,482,531
  
 26,723
  
 3,144,246

 Mark Rankin
  
 3,482,843
  
 26,411
  
 3,144,246

 Michael Earl Cornett Sr.
  
 3,475,340
  
 33,914
  
 3,144,246

 Sudhindra Kankanwadi
  
 3,480,754
  
 28,500
  
 3,144,246

  

 Proposal
2: Ratification of Selection of Independent Registered Public Accounting Firm

  

 The
selection of KNAV CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2026 was ratified by the stockholders, with votes as follows:

  

 FOR
  
 AGAINST
  
 ABSTENTIONS
  
 BROKER NON-VOTES

 6,546,354
  
 69,354
  
 37,792
  
 0

  

 Proposal
3: Approval of the Issuance of Shares of Common Stock in Accordance with Nasdaq Listing Rules

  

 The
stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of Common Stock to Lind Global
Asset Management XIII LLC, with votes as follows:

  

 FOR
  
 AGAINST
  
 ABSTENTIONS
  
 BROKER NON-VOTES

 3,311,967
  
 190,554
  
 6,733
  
 3,144,246

  

  

  

  

 Proposal
4: Approval of an Amendment of the Company’s Certificate of Incorporation

  

 The
stockholders did not approve the amendment of the Company’s Certificate of Incorporation to clarify the director removal provision,
with votes as follows:

  

 FOR
  
 AGAINST
  
 ABSTENTIONS
  
 BROKER NON-VOTES

 3,495,722
  
 8,725
  
 4,807
  
 3,144,246

  

 Proposal
5: Approval of an Amendment and Restatement of the Company’s 2024 Equity Incentive Plan

  

 The
stockholders approved an amendment and restatement of the Company’s 2024 Equity Incentive Plan, with votes as follows:

  

 FOR
  
 AGAINST
  
 ABSTENTIONS
  
 BROKER NON-VOTES

 3,251,765
  
 252,333
  
 5,156
  
 3,144,246

  

 Item
9.01. Financial Statements and Exhibits.

  

 List
of Exhibits

  

 Exhibit No.
  
 Description

 10.1
  
 Amended and Restated 2024 Equity Incentive Plan.

 104
  
 Cover Page Interactive Data File (embedded within the
 Inline XBRL document).

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

  

  
 STARDUST POWER INC.

  
  
  

  
 By:
 /s/ Roshan Pujari

  
 Name:
 Roshan Pujari

  
 Title:
 Chief Executive Officer

 Dated: June 3, 2026