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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.
Stardust Power Inc. has filed an S-1 to register up to 2,000,000 shares of common stock for resale by B. Riley Principal Capital II, LLC under a committed equity facility. The company is not selling shares in this prospectus and will not receive proceeds from these resales.
Under a February 12, 2026 Purchase Agreement, Stardust Power may later sell B. Riley up to $10 million of stock. Stardust is a development-stage U.S. lithium refinery developer with no revenue and about $64.5 million in accumulated losses from March 16, 2023 through September 30, 2025, and has disclosed substantial doubt about its ability to continue as a going concern.
Stardust Power Inc. filed an S-1 to register the resale of up to 1,896,998 shares of common stock held by Lind Global Asset Management XIII LLC and B. Riley Principal Capital II LLC. The shares include 1,450,000 issuable on conversion or repayment of a $4.8 million Lind convertible note, 411,245 issuable upon exercise of a Lind warrant, and 35,753 B. Riley shares tied to a terminated equity agreement.
The company is not selling shares in this filing and will receive no proceeds from resales, though it would receive about $2.4 million if the Lind warrant is exercised for cash. Stardust Power is a development-stage lithium refinery developer planning a 50,000 tpa battery-grade lithium facility in Oklahoma, has generated no revenue, and reports cumulative losses of about $64.5 million from March 16, 2023 to September 30, 2025, with substantial doubt about its ability to continue as a going concern. As of January 30, 2026, 9,869,558 shares were outstanding, rising to 11,730,803 if all note and warrant shares are issued.
Stardust Power Inc. filed an initial ownership report for executive Bruce Czachor, who serves as GC, CCO and Secretary. As of the event date of 01/26/2026, the filing states that he beneficially owns no securities of Stardust Power Inc.
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.
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.
Stardust Power Inc. director Charlotte Nangolo Nanguloshi reported a sale of common stock. On 09/22/2025 she disposed of 942 shares at $2.7111 per share, leaving 46,022 shares beneficially owned following the transaction. The filing notes the reported share counts reflect a 10-for-1 reverse stock split effected on September 8, 2025. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/23/2025.
Stardust Power Inc. filed a report stating that on September 9, 2025 it issued a press release announcing the successful completion of the Front-End Loading (FEL-3) study for its lithium processing facility in Muskogee, Oklahoma.
The press release, attached as Exhibit 99.1, describes the project’s estimated capital cost, projected timeline, and key design parameters, giving more detail on how the planned facility is expected to be built and scheduled. The filing highlights this engineering milestone as a step forward in the company’s Oklahoma lithium processing project.
Stardust Power Inc. is implementing a 1-for-10 reverse stock split of its common stock. The company filed a certificate of amendment in Delaware after stockholders had previously approved the split and authorized the board to set the final ratio and timing.
The reverse split will take effect on September 8, 2025 at 12:01 a.m. Eastern Time, with shares beginning to trade on a split-adjusted basis on the Nasdaq Global Market that same day. Every 10 issued and outstanding shares of common stock will be combined into one share, while the par value and other terms of the common stock will remain unchanged. No fractional shares will be issued; instead, stockholders entitled to a fraction will receive a cash payment based on the closing price on September 5, 2025 multiplied by their post-split fractional interest.
Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 4,435,245 shares of Stardust Power Inc. common stock, representing 4.99% of the class (CUSIP 854936101). The filing shows no sole voting or dispositive power; all voting and dispositive power over these shares is shared. Armistice Capital is the investment manager of the Master Fund, the direct holder of the shares, and Mr. Boyd is the managing member of Armistice Capital, so both may be deemed to beneficially own the securities held by the Master Fund. The filing states the holdings are in the ordinary course of business and not intended to influence control of the issuer.