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Stardust Power Secures up to $10.0 Million in Financing

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Stardust Power (NASDAQ: SDST) secured an Equity Facility to raise up to $10.0 million in common equity over 36 months with B. Riley Principal Capital II, LLC. The company may sell shares at its discretion to fund pre-construction, construction, working capital and general corporate purposes.

The facility includes ownership limits, Nasdaq compliance thresholds, pricing protections and does not preclude other financing options. A Form S-1 registration (File No. 333-293405) was declared effective February 17, 2026 to permit resale of purchased securities.

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Positive

  • $10.0M equity facility provides staged funding flexibility
  • 36-month term aligns capital access with multi-year project timeline
  • Registration effective Feb 17, 2026 enables resale by purchaser

Negative

  • Potential dilution to shareholders if full facility is used
  • Use of proceeds for construction increases near-term cash burn

Key Figures

Equity facility size: $10.0 million Equity facility term: 36 months Equity facility period: three-year period +3 more
6 metrics
Equity facility size $10.0 million Maximum common equity financing with B. Riley
Equity facility term 36 months Period during which SDST can draw under facility
Equity facility period three-year period Timeframe to sell common stock to B. Riley
Form S-1 file number 333-293405 Registration statement for B. Riley resale under facility
S-1 filing date February 12, 2026 Date registration statement was filed with SEC
S-1 effectiveness date February 17, 2026 Date SEC declared the registration statement effective

Market Reality Check

Price: $3.36 Vol: Volume 44,211 is 0.05x th...
low vol
$3.36 Last Close
Volume Volume 44,211 is 0.05x the 20-day average of 926,613, indicating muted pre-news trading interest. low
Technical Shares at $3.36 are trading below the 200-day MA of $4.03 and 63.87% under the 52-week high.

Peers on Argus

Sector peers in momentum (NVX, ELVA, TGEN) each showed gains of about 3–6%, whil...
3 Up

Sector peers in momentum (NVX, ELVA, TGEN) each showed gains of about 3–6%, while scanner data still flags this as a stock-specific setup rather than a coordinated sector move.

Historical Context

5 past events · Latest: Jan 26 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 26 Management hire Positive -7.6% Appointment of experienced General Counsel to strengthen legal and governance functions.
Jan 20 Permit milestone Positive +4.2% Final air permit secured, clearing construction and commissioning for Muskogee refinery.
Jan 07 Govt relations Positive +3.0% Engagement of 38 North Solutions to support federal incentives and funding strategy.
Dec 24 Project financing Positive +1.6% Up to $15.0M senior secured convertible debt to advance Muskogee construction work.
Dec 10 Technical review Positive +0.8% Independent review found low technical risk and validated capacity and timelines.
Pattern Detected

Recent project, financing, and strategic updates have usually coincided with modest positive price reactions, with one governance appointment drawing a negative move.

Recent Company History

Over the past few months, Stardust Power has advanced its Muskogee lithium refinery with several milestones. An independent review on Dec 10, 2025 and subsequent financing on Dec 24, 2025 both saw modest positive reactions. Government-relations support on Jan 7, 2026 and receipt of a key air permit on Jan 20, 2026 also aligned with gains. A General Counsel hire on Jan 26, 2026 was followed by a negative move. Today’s equity facility continues the pattern of securing capital to progress the Oklahoma refinery.

Market Pulse Summary

This announcement outlines a common equity facility of up to $10.0 million over 36 months, giving St...
Analysis

This announcement outlines a common equity facility of up to $10.0 million over 36 months, giving Stardust Power discretion to raise capital as it advances its Muskogee lithium refinery. The effective Form S-1 enables B. Riley resales tied to this structure. In light of recent convertible note financing and prior resale registrations, investors may watch actual drawdowns, construction milestones, and further regulatory filings to assess funding progress and potential dilution over time.

Key Terms

common stock purchase agreement, registration statement, form s-1
3 terms
common stock purchase agreement financial
"The Company has entered into a common stock purchase agreement with B. Riley..."
A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.
registration statement regulatory
"the Company filed a registration statement on Form S-1 (File No. 333-293405)..."
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
form s-1 regulatory
"filed a registration statement on Form S-1 (File No. 333-293405) with the SEC..."
A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

AI-generated analysis. Not financial advice.

GREENWICH, Conn., Feb. 18, 2026 (GLOBE NEWSWIRE) -- Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”), an American developer of battery-grade lithium carbonate, today announced it has secured up to $10.0 million in common equity financing (the “Equity Facility”). The Company has entered into a common stock purchase agreement with B. Riley Principal Capital II, LLC (“B. Riley”), that provides the Company with the ability to raise up to $10.0 million of capital at its discretion over a period of 36 months, subject to customary terms and conditions.

Under the Equity Facility, Stardust Power has the right, but not the obligation, to sell shares of its common stock to B. Riley over a three-year period. This structure allows the Company to raise capital incrementally, avoid large block discounts, and align funding activity with its business needs.

Proceeds from any sales under the Equity Facility are expected to be used for supporting pre-construction and construction activities, long-term growth objectives, working capital and general corporate purposes. The Equity Facility includes customary safeguards, including ownership limitations, Nasdaq compliance thresholds, and pricing protections, and does not restrict the Company’s ability to pursue alternative financing strategies outside of certain defined parameters.

“This facility provides Stardust Power with a flexible capital tool as we advance a strategically important U.S. lithium project,” said Roshan Pujari, Founder and CEO of Stardust Power. “It allows us to strengthen our balance sheet on our terms, while remaining disciplined and opportunistic in how and when we access the capital markets, preserving optionality as we move toward key execution milestones.”

In connection with the Equity Facility, the Company filed a registration statement on Form S-1 (File No. 333-293405) with the Securities and Exchange Commission on February 12, 2026, which was declared effective on February 17, 2026, for the resale by B. Riley of the securities it may purchase in the Equity Facility.

About Stardust Power Inc.

Stardust Power is a developer of battery-grade lithium carbonate designed to bolster America’s energy security through resilient supply chains. The Company is building a strategically located lithium refinery in Muskogee, Oklahoma, with the capacity to produce up to 50,000 metric tons of battery-grade lithium carbonate annually. Committed to sustainability at every stage, Stardust Power trades on Nasdaq under the ticker “SDST.”

For more information, visit www.stardust-power.com 

Stardust Power Contacts
For Investors:
Johanna Gonzalez
investor.relations@stardust-power.com
For Media:
Michael Thompson
media@stardust-power.com

Cautionary Note Regarding Forward-Looking Statements 

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s Equity Facility, product development and business prospects. These statements may include, without limitation, statements regarding management’s expectations about future business strategies, financial performance, operating results, growth opportunities, market developments, competitive position, regulatory outlook, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “model,” “outlook,” “plan,” “predict,” “project,” “seek,” “target,” “will,” “could,” “should,” or similar expressions.

Forward-looking statements are not guarantees of future performance. They are based on current expectations, estimates, forecasts, and assumptions that involve significant risks and uncertainties, many of which are beyond the Company’s control and are difficult to predict. Actual results may differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including but not limited to: macroeconomic conditions; inflationary pressures; changes in interest rates; supply chain disruptions; evolving consumer demand; competitive and technological developments; regulatory or legal changes; litigation exposure; cybersecurity threats; and fluctuations in foreign exchange rates. In addition, other risks and uncertainties not presently known to us or that we currently believe to be immaterial could affect the accuracy of any such forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. Except as required by law, the Company assumes no obligation and expressly disclaims any duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, even if subsequent events cause expectations to change.

You should consult our filings with the U.S. Securities and Exchange Commission (SEC), including the “Risk Factors” section of its most recent Annual Report on Form 10-K and subsequent filings on Form 10-Q, for additional detail about the factors that could affect our financial and other results.


FAQ

What is the size and term of the Equity Facility for Stardust Power (SDST)?

The Equity Facility allows Stardust Power to raise up to $10.0 million over a 36-month period. According to the company, the facility is available at its discretion to sell common stock to B. Riley under customary terms and conditions.

How will Stardust Power (SDST) use proceeds from the $10 million financing?

Proceeds are planned for pre-construction, construction, working capital and general corporate purposes. According to the company, funds are intended to support advancement of its U.S. lithium project and near-term execution milestones.

Does the SDST financing restrict the company from seeking other funding?

No, the facility does not prevent pursuing other financing outside defined parameters. According to the company, customary safeguards exist but the structure preserves the company's ability to pursue alternative financing strategies.

What investor protections are included in Stardust Power's Equity Facility (SDST)?

The Equity Facility includes ownership limits, Nasdaq compliance thresholds and pricing protections. According to the company, these customary safeguards aim to manage concentration, comply with listing rules and protect pricing mechanics.

Is resale of securities from the Stardust Power (SDST) facility permitted?

Yes, a Form S-1 registration was declared effective on February 17, 2026 to allow resale by purchaser B. Riley. According to the company, the registration covers resale of securities that B. Riley may acquire under the facility.
Stardust Power Inc

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33.75M
6.17M
Electrical Equipment & Parts
Primary Smelting & Refining of Nonferrous Metals
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United States
OKLAHOMA CITY