Stardust Power Inc SEC Filings

Stardust Power Inc. reported first-quarter 2026 results as a development-stage lithium refinery project with no revenue and a net loss of $5.23 million, compared with $3.81 million a year earlier. Cash fell to $1.24 million from $3.48 million at year-end, and stockholders’ deficit widened to $7.87 million.

The company discloses that these losses, limited cash and expected spending create substantial doubt about its ability to continue as a going concern. To address liquidity, it has a $15 million senior secured convertible note facility, a $10 million equity purchase agreement with B. Riley and a $5 million at-the-market sales program, and continues investing in its planned Muskogee, Oklahoma lithium refinery and related supply and technology agreements.

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.

Stardust Power Inc. is offering shares of its common stock having an aggregate offering price of up to $5,000,000 in an "at-the-market" offering under a Sales Agreement with B. Riley Securities, Inc. dated May 8, 2026.

The sales may occur from time to time at prevailing market prices on Nasdaq (ticker: SDST) or in negotiated transactions; the Agent may also buy shares as principal. The Agent may receive commissions up to 3.0% when acting as agent and up to 5.0% when purchasing as principal. Proceeds are for general corporate purposes. The prospectus states the Company had 10,385,366 shares outstanding as of April 30, 2026 (public float approximately $29.3 million), and discloses continuing going-concern risk and the Company’s development-stage plan for a lithium refinery in Muskogee, Oklahoma with planned capacity of up to 50,000 metric tons per annum of BGLC when fully operational.

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.

Stardust Power Inc. is asking stockholders to vote at its virtual 2026 Annual Meeting on June 2, 2026. Investors will elect six directors, ratify KNAV CPA LLP as auditor for 2026, and approve share issuances tied to a financing with Lind Global Asset Management XIII LLC.

The Lind deal allows up to $15 million in senior secured convertible notes and related warrants, which the company estimates could result in roughly 2.7 million conversion shares plus up to about 1.59 million warrant shares, potentially exceeding 20% of current outstanding shares and diluting existing holders.

Stockholders are also being asked to approve a charter amendment clarifying that directors may be removed with or without cause, and an amendment and restatement of the 2024 Equity Incentive Plan that adds 2,600,000 shares and extends the plan’s term.

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.

Stardust Power, Inc. filed a shelf prospectus to offer up to $100,000,000 of common stock, preferred stock, debt securities, warrants, purchase contracts, depositary shares, units or subscription rights from time to time. The prospectus requires a prospectus supplement for the specific terms of any offering. The company disclosed a planned lithium refinery in Muskogee, Oklahoma, with design capacity of up to 50,000 metric tons per annum of battery-grade lithium carbonate (BGLC) once fully operational. As of April 7, 2026, the last reported sale price of common stock was $2.68 per share and aggregate market value of shares held by non‑affiliates was stated as $17,572,484 (based on 6,556,897 non‑affiliate shares). The prospectus notes going‑concern risk and that use of proceeds will be described in each prospectus supplement.