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Stardust Power warned on Nasdaq $1 bid price

Nasdaq notified Stardust Power that SDST now fails both the $1 minimum bid and $35 million market value standards, starting a defined cure period before potential delisting action.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) disclosed that on September 11, 2026 it received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, after trading below that level for 30 consecutive business days from July 30 through September 10, 2026.

Nasdaq has given the company 180 calendar days, until March 10, 2027, to regain compliance, generally by having a closing bid of at least $1.00 for at least ten consecutive business days; the notice states there is no immediate effect on the current Nasdaq Capital Market listing. As previously disclosed, the company also has until October 21, 2026 to regain compliance with Nasdaq’s $35,000,000 market value of listed securities requirement. The notice explains that a reverse stock split is one potential path to cure, outlines conditions for a possible second 180-day compliance period, and notes that failure to regain compliance could lead to a delisting determination that the company could appeal to a Nasdaq Hearings Panel.

Positive

  • None.

Negative

  • Nasdaq minimum bid price deficiency: SDST’s stock traded below $1.00 for 30 consecutive business days through September 10, 2026, triggering noncompliance with Nasdaq Listing Rule 5550(a)(2) and starting a 180-day cure period.
  • Prior market value deficiency remains outstanding: Nasdaq previously notified the company it failed the $35,000,000 market value of listed securities requirement, with a cure deadline of October 21, 2026, creating dual listing compliance challenges.
  • Risk of eventual delisting: If Stardust Power cannot regain compliance within the allowed periods, Nasdaq may move to delist the common stock, subject to the company’s right to appeal to a Nasdaq Hearings Panel.

Filing Explained

A reverse split is presented only as a possible cure—not a completed action—and, if used, it would reduce Stardust Power’s share count while proportionally raising the per-share price, without changing company value from the split itself.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum closing bid price for continued listing
Consecutive days below minimum bid 30 business days From July 30, 2026 through September 10, 2026, SDST traded below $1.00
Initial bid price cure period end March 10, 2027 End of the 180 calendar day period to regain compliance with the minimum bid price
Market value requirement $35,000,000 Nasdaq Listing Rule 5550(b)(2) market value of listed securities standard previously cited
Market value cure deadline October 21, 2026 Date by which the company must regain compliance with the $35,000,000 market value requirement
Potential additional compliance period 180 calendar days Possible second period if initial standards (other than bid price) are met and a cure plan is provided
Warrant exercise ratio 10 warrants for 1 share Redeemable warrants listed as SDSTW; 10 warrants exercisable for one common share
Warrant exercise price $115.00 per share Exercise price for one share of common stock under the redeemable warrants (SDSTW)
Minimum Bid Price Requirement market
"no longer satisfies the requirement of Nasdaq Listing Rule 5550(a)(2) that listed securities maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”)"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
market value of listed securities market
"no longer satisfied the minimum $35,000,000 market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2)"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
reverse stock split financial
"if the Company chooses to implement a reverse stock split to regain compliance, it must complete the split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Hearings Panel regulatory
"the Company may appeal the delisting determination to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Stardust Power Inc. (SDST) receive a Nasdaq notice on September 11, 2026?

Stardust Power received a Nasdaq notice because its common stock’s closing bid price was below $1.00 per share for 30 consecutive business days from July 30 through September 10, 2026, violating Nasdaq Listing Rule 5550(a)(2) on the minimum bid price.

How long does SDST have to fix the Nasdaq minimum bid price deficiency?

The company has 180 calendar days, until March 10, 2027, to regain compliance. If during this period the closing bid price is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will confirm compliance and close the matter.

Is Stardust Power’s SDST stock being delisted from Nasdaq now?

No. The notice states there is no immediate effect on the listing. SDST common stock continues to trade on The Nasdaq Capital Market under the symbol SDST while the company is in the 180-day compliance period.

What other Nasdaq listing deficiency does Stardust Power Inc. (SDST) face?

Nasdaq previously notified the company on April 24, 2026 that it failed the $35,000,000 market value of listed securities requirement under Listing Rule 5550(b)(2). Stardust Power has until October 21, 2026 to regain compliance with that standard.

Can SDST obtain more time to regain Nasdaq compliance after March 10, 2027?

The company may be eligible for an additional 180-day compliance period if it meets all initial Nasdaq Capital Market listing standards other than the minimum bid price, and gives written notice of its intention to cure, potentially including a reverse stock split.

What happens if Stardust Power does not regain Nasdaq compliance?

If Nasdaq staff believes Stardust Power cannot cure the deficiencies or is ineligible for more time, Nasdaq may notify that the common stock is subject to delisting. In that situation, the company may appeal the determination to a Nasdaq Hearings Panel.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 11, 2026

 

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39875   99-3863616

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

15 E. Putnam Ave, Suite 378, Greenwich, CT   06830
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 742-3095

 

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.

 

 

 

 
 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 11, 2026, Stardust Power Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the last 30 consecutive business days, from July 30, 2026 through September 10, 2026, the Company no longer satisfies the requirement of Nasdaq Listing Rule 5550(a)(2) that listed securities maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).

 

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026, on April 24, 2026, the Company received a letter from Nasdaq notifying the Company that it no longer satisfied the minimum $35,000,000 market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2), and the Company has until October 21, 2026, to regain compliance with that requirement.

 

The Notice has no immediate effect on the listing of the Common Stock, and the Common Stock continues to trade on The Nasdaq Capital Market under the symbol “SDST.”

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a compliance period of 180 calendar days, or until March 10, 2027, to regain compliance with the Minimum Bid Price Requirement. If, at any time during this compliance period, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with respect to the Minimum Bid Price Requirement, and the matter will be closed. The Notice also provides that, if the Company chooses to implement a reverse stock split to regain compliance, it must complete the split no later than ten business days prior to March 10, 2027.

 

If the Company does not regain compliance with the Minimum Bid Price Requirement by March 10, 2027, the Company may be eligible for an additional compliance period of 180 calendar days. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If it appears to Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Common Stock is subject to delisting. In that event, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

 

The Company intends to continue to actively monitor the bid price of its Common Stock and the minimum market value of listed securities and will consider options available to the Company to achieve compliance with the Nasdaq listing rules.

 

There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with the other listing standards for The Nasdaq Capital Market.

 

 
 

 

SIGNATURES

 

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

 

Date: September 17, 2026 STARDUST POWER INC.
   
  /s/ Roshan Pujari
  Roshan Pujari
  Chief Executive Officer

 

 

 

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