Stardust Power forced $150K note conversion after default

Q: What default did Stardust Power Inc. (SDST) disclose in this 8-K?

Stardust Power disclosed an event of default under its 2025 Senior Secured Convertible Promissory Note after its market capitalization remained below $15.0 million for ten consecutive trading days, allowing the lender to require conversion of principal into common stock.

Q: How much of the Lind convertible note did SDST convert on August 17, 2026?

On August 17, 2026, Lind elected to convert $150,000 of the outstanding principal of the 2025 Convertible Note into Stardust Power common stock at a $0.492 per share conversion price.

Q: How many shares did Stardust Power (SDST) issue to Lind on conversion?

Stardust Power issued 304,878 shares of common stock to Lind on August 20, 2026 as “Conversion Shares” to satisfy the $150,000 principal amount converted under the 2025 Convertible Note.

Q: What principal remains outstanding on SDST’s 2025 Convertible Note after the conversion?

After the August 2026 conversion, $3,430,000 in aggregate principal amount remained outstanding under Stardust Power’s 2025 Senior Secured Convertible Promissory Note, excluding any mandatory default amount or other default-related amounts.

Q: Did Stardust Power (SDST) receive cash from issuing the Conversion Shares?

No. Stardust Power did not receive any cash proceeds from issuing the 304,878 Conversion Shares to Lind; the issuance was an exchange of debt for equity under Section 3(a)(9) of the Securities Act.

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.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing 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.

Positive

None.

Negative

Event of default on convertible note triggered when market capitalization stayed below $15.0 million for ten consecutive trading days, giving the lender enhanced remedies including forced conversions.
Large remaining debt balance of $3,430,000 principal still outstanding under the Senior Secured Convertible Promissory Note after the conversion, with potential additional default-related amounts.
Equity dilution with no cash inflow from issuing 304,878 shares to Lind on conversion, as the company received no cash proceeds from this transaction.

Filing Explained

The August 20 issuance completed Lind’s $150,000 conversion by exchanging note principal for 304,878 shares—not cash; the added shares reduce existing holders’ percentage ownership absent offsetting changes, and were issued under a Securities Act exemption.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Original principal of 2025 Convertible Note: $4,800,000 Market capitalization default threshold: $15.0 million Principal converted on August 17, 2026: $150,000 +5 more

8 metrics

Original principal of 2025 Convertible Note $4,800,000 Senior Secured Convertible Promissory Note issued to Lind Global Asset Management XIII LLC

Market capitalization default threshold $15.0 million Market cap remaining below this level for ten consecutive trading days triggered an event of default

Principal converted on August 17, 2026 $150,000 Portion of the 2025 Convertible Note principal converted into common stock

Conversion price $0.492 per share Price used to convert $150,000 principal into common stock for Lind

Conversion Shares issued 304,878 shares Common stock issued to Lind on August 20, 2026 to satisfy converted principal

Remaining principal after conversion $3,430,000 Aggregate principal amount still outstanding under the 2025 Convertible Note

Shares outstanding after conversion 14,523,933 shares Stardust Power common stock issued and outstanding after giving effect to the conversion

Warrant exercise terms (SDSTW) 10 warrants for one share at $115.00 Listed redeemable warrants exercisable into common stock on The Nasdaq Capital Market

Key Terms

Senior Secured Convertible Promissory Note, event of default, Triggering Event, Section 3(a)(9) of the Securities Act, +2 more

6 terms

Senior Secured Convertible Promissory Note financial

"issued to Lind a Senior Secured Convertible Promissory Note in the original principal"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

event of default financial

"resulting in an event of default under the 2025 Convertible Note (the “Triggering Event”)"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Triggering Event financial

"resulting in an event of default under the 2025 Convertible Note (the “Triggering Event”)"

Section 3(a)(9) of the Securities Act regulatory

"issued in reliance upon the exemption from the registration requirements afforded by Section 3(a)(9)"

mandatory default amount financial

"does not reflect the mandatory default amount or any other additional amounts"

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 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.

What default did Stardust Power Inc. (SDST) disclose in this 8-K?

Stardust Power disclosed an event of default under its 2025 Senior Secured Convertible Promissory Note after its market capitalization remained below $15.0 million for ten consecutive trading days, allowing the lender to require conversion of principal into common stock.

How much of the Lind convertible note did SDST convert on August 17, 2026?

On August 17, 2026, Lind elected to convert $150,000 of the outstanding principal of the 2025 Convertible Note into Stardust Power common stock at a $0.492 per share conversion price.

How many shares did Stardust Power (SDST) issue to Lind on conversion?

Stardust Power issued 304,878 shares of common stock to Lind on August 20, 2026 as “Conversion Shares” to satisfy the $150,000 principal amount converted under the 2025 Convertible Note.

What principal remains outstanding on SDST’s 2025 Convertible Note after the conversion?

After the August 2026 conversion, $3,430,000 in aggregate principal amount remained outstanding under Stardust Power’s 2025 Senior Secured Convertible Promissory Note, excluding any mandatory default amount or other default-related amounts.

Did Stardust Power (SDST) receive cash from issuing the Conversion Shares?

No. Stardust Power did not receive any cash proceeds from issuing the 304,878 Conversion Shares to Lind; the issuance was an exchange of debt for equity under Section 3(a)(9) of the Securities Act.

How many SDST common shares are outstanding after the August 2026 conversion?

Following the issuance of the Conversion Shares to Lind, Stardust Power had 14,523,933 shares of common stock issued and outstanding.

What are the key terms of SDST’s listed warrants (SDSTW)?

Stardust Power’s listed redeemable warrants, trading under symbol SDSTW, have terms under which 10 warrants are exercisable for one share of common stock at an exercise price of $115.00 per share.

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

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Available on EDGAR 08/21/2026 - 05:16 PM Accepted by SEC EDGAR 08/21/2026 - 05:15 PM

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): August 17, 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 8.01

Other Events.

As previously reported, on December 23, 2025, Stardust Power Inc. (the “Company”) issued to Lind Global Asset Management XIII LLC (“Lind”) a Senior Secured Convertible Promissory Note in the original principal amount of $4,800,000 (the “2025 Convertible Note”) pursuant to a Securities Purchase Agreement, dated December 23, 2025, between the Company and Lind, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 31, 2025. As previously disclosed in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q2 Form 10-Q”), the Company determined that its market capitalization had been below $15.0 million for ten consecutive trading days, resulting in an event of default under the 2025 Convertible Note (the “Triggering Event”). During the continuance of the Triggering Event, Lind may, among other remedies, require conversion of all or a portion of the outstanding principal amount of the 2025 Convertible Note into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), subject to the terms and conditions of the 2025 Convertible Note.

On August 17, 2026, Lind delivered to the Company a notice of conversion and default under the 2025 Convertible Note, electing to convert $150,000 of the outstanding principal amount of the 2025 Convertible Note at a conversion price of $0.492 per share, in accordance with the terms of the agreement. In accordance with the terms of the 2025 Convertible Note, on August 20, 2026, the Company issued to Lind 304,878 shares of Common Stock (the “Conversion Shares”) in satisfaction of the converted principal amount. After giving effect to the conversion, $3,430,000 in aggregate principal amount remained outstanding under the 2025 Convertible Note, and the Company had 14,523,933 shares of Common Stock issued and outstanding. The foregoing outstanding principal amount does not reflect the mandatory default amount or any other additional amounts that may become due and payable as a result of the event of default described above.

The Conversion Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 3(a)(9) of the Securities Act, as an exchange by the Company exclusively with an existing security holder, where no commission or other remuneration was paid or given, directly or indirectly, for soliciting such exchange. The Company did not receive any cash proceeds from the issuance of the Conversion Shares.

The descriptions of the Triggering Event and its consequences, and of the 2025 Convertible Note, set forth herein do not purport to be complete and are qualified in their entirety by reference to the disclosures contained in the Q2 Form 10-Q and to the full text of the 2025 Convertible Note, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2025, and is incorporated herein by reference.

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: August 21, 2026	STARDUST POWER INC.

	/s/ Roshan Pujari
	Roshan Pujari
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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