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Stardust Power Inc. 8-K Filings

SDST NASDAQ

Every 8-K that Stardust Power Inc. (SDST) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SDST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SDST filings page.

Rhea-AI Summary

Stardust Power Inc. (SDST) reports that a prior event of default under its $4,800,000 Senior Secured Convertible Promissory Note with Lind Global Asset Management XIII LLC has led Lind to force a partial conversion of the note. The default was triggered when the company’s market capitalization stayed below $15.0 million for ten consecutive trading days, which allows Lind to require conversion of principal into common stock.

On August 17, 2026, Lind elected to convert $150,000 of principal at a conversion price of $0.492 per share, and on August 20, 2026 the company issued 304,878 shares of common stock to Lind. After this conversion, $3,430,000 of principal remained outstanding under the note and the company had 14,523,933 common shares issued and outstanding. The conversion generated no cash proceeds for Stardust Power and may result in additional amounts becoming due, including any mandatory default amount.

Rhea-AI Summary

Stardust Power Inc. reported the appointment of V. Ray Rivers to its Board of Directors, effective August 10, 2026, to serve until the 2027 annual meeting, also placing him on the Audit and Compensation Committees. The Board determined he qualifies as an independent director under Nasdaq standards. Rivers brings over three decades of capital markets and institutional investment experience from senior roles at several Wall Street firms and as Co-Chair of the Greenwich Economic Forum.

His compensation includes an annual cash retainer of $25,000, an Audit Committee retainer of $7,500, and a Compensation Committee retainer of $5,000, all pro-rated for 2026, plus an expected future stock grant of approximately $100,000 under the company’s 2024 equity plan. Stardust Power describes itself as building a major battery-grade lithium carbonate refinery in Oklahoma with planned capacity of up to 50,000 metric tons per annum.

Rhea-AI Summary

Stardust Power Inc. entered into a non-binding Letter of Intent with Charge CCCV LLC (C4V) for potential supply of battery-grade lithium carbonate from Stardust Power’s planned Muskogee, Oklahoma refinery. C4V’s preliminary demand forecast envisions a phased offtake of 3,000 MT in 2028, 10,000 MT in 2029 and 20,000 MT by 2030, tied to its expanding U.S. battery manufacturing joint ventures.

The company notes that volumes, pricing and schedules remain subject to negotiation and execution of a definitive agreement, with no assurance such an agreement will be reached. Stardust Power also references a previously disclosed non-binding letter of agreement with a global trading house to sell up to 25,000 metric tons per year for 10 years, with an option to extend 5 years. Together, these arrangements are described as covering a substantial portion of the refinery’s expected up to 50,000 metric tons per annum capacity and supporting a potential pipeline of up to billions of dollars in sales, while the company continues to highlight substantial doubt about its ability to continue as a going concern and its need for additional financing.

Rhea-AI Summary

Stardust Power Inc. reported that director Charlotte Nangolo resigned from its Board of Directors, effective immediately on July 20, 2026. She also resigned as a member of the Board’s Audit and Compensation Committees. She told the company her decision was for personal reasons and not due to any disagreement regarding operations, policies, or practices.

The company’s securities listed on The Nasdaq Capital Market include common stock, par value $0.0001 per share under the symbol SDST, and redeemable warrants under SDSTW, with 10 warrants exercisable for one share of common stock at an exercise price of $115.00.

Rhea-AI Summary

Stardust Power Inc. reported a leadership change, stating it will not renew the Executive Employment Agreement with Bruce Czachor, its General Counsel, Chief Compliance Officer and Secretary. The company gave notice on June 30, 2026, and his last day of employment will be January 25, 2027, providing a transition period for legal, compliance and corporate governance responsibilities. The filing also lists the company’s common stock and redeemable warrants as trading on the Nasdaq Capital Market.

Rhea-AI Summary

Stardust Power Inc. held its 2026 annual meeting of stockholders, with 9,990,130 common shares entitled to vote as of April 6, 2026. Stockholders approved an amendment and restatement of the 2024 Equity Incentive Plan, increasing shares available for issuance by 2,600,000 and extending the plan’s term to April 8, 2036.

They also elected six directors to one-year terms and ratified KNAV CPA LLP as independent auditor for the year ending December 31, 2026. Stockholders approved, for Nasdaq Listing Rule 5635 purposes, issuing common shares to Lind Global Asset Management XIII LLC. An amendment to clarify a director removal provision in the certificate of incorporation was not approved.

Rhea-AI Summary

Stardust Power Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities Inc., allowing it to sell from time to time up to $5,000,000 of common stock on the Nasdaq Capital Market. Shares will be issued under the company’s existing Form S-3 shelf registration. B. Riley will act as sales agent or principal and receive a customary commission. Stardust Power plans to use any net proceeds for general corporate purposes.

Rhea-AI Summary

Stardust Power Inc. received notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s continued listing standards, including the $35 million market value of listed securities requirement maintained for 30 consecutive business days. The company has 180 calendar days, until October 21, 2026, to regain compliance by meeting any of Nasdaq Listing Rule 5550(b)’s alternative standards for equity, market value, or net income. The notice does not immediately affect trading of its common stock or warrants. Separately, Stardust Power’s proposed Lithium Refinery Project received expressions of support from the Oklahoma Governor’s Office and the Oklahoma Department of Commerce, citing the state’s energy hub status and potential for jobs and capital investment.

Rhea-AI Summary

Stardust Power Inc. announced a non-binding Letter of Intent with a single institutional investor outlining a framework for up to $150 million of project-level financing for its planned lithium refinery in Muskogee, Oklahoma. The potential investment may be structured across equity, debt, or hybrid instruments and is intended to complement funding from other investors while helping shape long-term capital plans.

The refinery is designed to produce up to 50,000 metric tons per annum of battery-grade lithium carbonate, in two phases of about 25,000 metric tons per year each. Stardust Power has completed a FEL-3 engineering study, obtained key permits including an air permit from the Oklahoma Department of Environmental Quality, and continues broader project-level financing discussions, but the LOI remains subject to due diligence and definitive agreements.

Rhea-AI Summary

Stardust Power Inc. has signed a non-binding Letter of Intent with a strategic counterparty to supply up to 15,000 metric tons per year of lithium carbonate equivalent in the form of lithium chloride. The feedstock would support the company’s planned Muskogee, Oklahoma lithium refinery.

The LOI is tied to a lithium brine project in California and contemplates initial deliveries beginning in the first half of 2028, with an option for Stardust Power to purchase additional volumes at its discretion. The Muskogee refinery is being developed with planned capacity of up to 50,000 metric tons of battery-grade lithium carbonate annually, supported by completion of an FEL-3 engineering study and receipt of an air quality construction permit.

The agreement remains non-binding and subject to further due diligence and negotiation of a definitive agreement, with no certainty that such agreement will be executed.

Rhea-AI Summary

Stardust Power Inc. furnished an 8-K announcing preliminary financial and operating results for the year ended December 31, 2025. The company issued a press release on March 17, 2026, attached as Exhibit 99.1 and incorporated by reference for additional detail.

The 8-K specifies that this information, including the exhibit, is being furnished rather than filed under the Exchange Act. Stardust Power’s common stock and redeemable warrants, with 10 warrants exercisable for one share at an exercise price of $115.00, trade on The Nasdaq Capital Market.

Rhea-AI Summary

Stardust Power Inc. entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, giving it the right to raise up to $10.0 million by selling common stock over a 36‑month period at its discretion. Purchases are priced off Nasdaq VWAP with a fixed 3.0% discount through Market Open and Intraday purchases, subject to trading, pricing and volume conditions. Nasdaq rules cap issuances at 1,972,924 shares, equal to 19.99% of shares outstanding before the agreement, unless pricing thresholds or stockholder approval remove that limit, and B. Riley’s beneficial ownership is limited to 4.99%. The company expects to use any proceeds for working capital, general corporate purposes, and to support pre‑construction, construction and long‑term growth activities.

Rhea-AI Summary

Stardust Power Inc. appointed Bruce Czachor as General Counsel, Chief Compliance Officer and Secretary, effective January 26, 2026. He brings more than 35 years of legal and corporate experience, including serving as Executive Vice President – Chief Legal Officer and Secretary of Piedmont Lithium Inc.

Under his new employment agreement, Mr. Czachor will receive a base salary of $400,000, a discretionary annual bonus targeted at 75% of base salary with a maximum of 200% of the Target Bonus, and a sign-on award of 40,000 shares of common stock. He is eligible for company benefit plans, expense reimbursement and future equity awards.

The agreement provides severance protections upon certain terminations, including up to 12 months of salary, COBRA premium payments, and full vesting of equity awards, with enhanced cash severance and equity vesting if termination occurs around a change in control. It also includes confidentiality, a one-year non-competition covenant, and other post-termination restrictions.

Rhea-AI Summary

Stardust Power Inc. reported that it has received an air quality construction permit from the Oklahoma Department of Environmental Quality for its Muskogee lithium carbonate refinery project. This approval is described as the environmental permit required for construction and commissioning of the facility, meaning the project can move forward under state environmental rules. The company disclosed this news via a press release furnished as an exhibit to this report.

Rhea-AI Summary

Stardust Power Inc. entered into a letter agreement with B. Riley Principal Capital II, LLC to terminate their existing Common Stock Purchase Agreement and related Registration Rights Agreement, effective at 4:30 p.m. New York City time on December 11, 2025. These agreements had governed a prior equity financing arrangement. As part of the termination, Stardust Power agreed to a make-whole payment of $471,942.90, to be settled in three equal parts: one-third through restricted common stock priced at $4.40 per share and subject to resale registration, one-third in cash upon the company’s next equity or convertible financing, and one-third in connection with a future equity line, at-the-market program, or similar financing with B. Riley or its affiliate, or otherwise in cash if unpaid by September 30, 2026. The company states it ended these agreements to pursue financing structures that better fit its current capital strategy, including potential non-dilutive options, while maintaining a constructive relationship with the investor for possible future deals.

Rhea-AI Summary

Stardust Power Inc. reported that an independent engineering firm, Black & Veatch, has completed a review of the Front-End Loading 3 (FEL 3) study for its Muskogee lithium carbonate refinery project. According to the company, the review affirmed that the project’s technical and design assumptions are based on proven industry standards and that the initial production targets set out in the study are achievable.

This type of third-party engineering review evaluates whether a complex industrial project is designed in a realistic, buildable way. By confirming that the Muskogee refinery plan follows established industry practices and supports the stated initial production targets, the assessment adds technical support to the underlying design of Stardust Power’s planned lithium carbonate facility.

Rhea-AI Summary

Stardust Power (SDST) announced a non-binding letter of intent with Australia-based Mandrake Resources Limited to supply 7,500 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride.

The contemplated transaction is subject to negotiation and execution of a definitive agreement. The company furnished a related press release as Exhibit 99.1. Common stock trades on Nasdaq as SDST; redeemable warrants trade as SDSTW.

Rhea-AI Summary

Stardust Power Inc. (SDST) transferred its listing to the Nasdaq Capital Market, effective at the opening of business on October 29, 2025. The company’s common stock and redeemable warrants continue to trade under the symbols SDST and SDSTW.

Nasdaq cancelled a previously scheduled hearing related to a notice under the MVLS Rule (Rule 5450(b)(2)(A)), and the matter is now closed. The company states it has no outstanding deficiency matters and is in compliance with Nasdaq’s continued listing requirements. The transfer does not affect business operations or reporting obligations under the Exchange Act.

Rhea-AI Summary

Stardust Power Inc. (SDST) entered a warrant-for-share exchange. On October 30, 2025, the company agreed with an institutional investor to exchange warrants representing the right to purchase 958,400 shares of common stock for newly issued common shares. The exchange ratio is 1.31 Warrant Shares for 1 common share, resulting in the issuance of 730,689 common shares at closing. The closing is expected on the first business day following the agreement.

At closing, the exchanged warrants will be surrendered, cancelled, and all related rights discharged. The new shares will be issued in reliance on Section 3(a)(9) of the Securities Act as an exchange with an existing holder, and no cash proceeds will be received by the company.

Rhea-AI Summary

Stardust Power Inc. (SDST) announced a non-binding letter of intent with Australia-based Prairie Lithium Limited to supply 6,000 metric tons per annum of lithium carbonate equivalent, delivered as lithium chloride. The arrangement is subject to negotiation and execution of a definitive agreement.

The company disclosed the LOI via a press release furnished as Exhibit 99.1. Stardust Power’s common stock trades on Nasdaq as SDST, and its redeemable warrants trade as SDSTW.

Rhea-AI Summary

Stardust Power Inc. reported a Nasdaq staff delist determination after failing to regain compliance with the minimum market value of listed securities requirement of $50,000,000 under Rule 5450(b)(2)(A). The deficiency was triggered after the company’s market value stayed below the threshold for 30 consecutive business days and was not cured by the initial compliance deadline of September 30, 2025.

On October 1, 2025, the company received the delist determination. Stardust Power plans to request a hearing before a Nasdaq Hearings Panel, which will automatically stay the delisting of its common stock and warrants pending the Panel’s decision. The company intends to present a compliance plan that may include transferring to the Nasdaq Capital Market tier. Separately, Stardust previously regained compliance with the minimum Market Value of Publicly Held Shares rule of $15 million and the minimum $1.00 bid price rule by September 15, 2025.