Stardust Power Inc. (SDST) - 10-Q Summary
Business Context and Reporting Period
Company: Stardust Power Inc.
Reporting Period: Quarter and six months ended June 30, 2026
Business Stage: Development stage entity with no revenue. The company is constructing a lithium refinery in Muskogee, Oklahoma, targeting 50,000 metric tons per annum capacity.
Listing Status: Nasdaq Capital Market (SDST, SDSTW). The company received notice on April 24, 2026, of non-compliance with the $35 million market value of listed securities requirement, with a compliance period until October 21, 2026.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | As of June 30, 2026 |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Loss | $(9,137,586) | $(7,514,138) | N/A |
| Net Loss Per Share (Basic/Diluted) | $(0.87) | $(1.29) | N/A |
| Cash and Cash Equivalents | N/A | N/A | $540,264 |
| Total Assets | N/A | N/A | $9,054,659 |
| Total Liabilities | N/A | N/A | $17,295,519 |
| Stockholders' Deficit | N/A | N/A | $(8,240,860) |
| Accumulated Deficit | N/A | N/A | $(77,480,170) |
| Convertible Note Principal (Lind) | N/A | N/A | $4,080,000 |
| Net Cash Used in Operating Activities | $(4,002,652) | $(4,490,450) | N/A |
Material Changes vs. Prior Period
- Net Loss: Net loss increased by $1.62 million for the six months ended June 30, 2026, compared to the prior year period. This was driven by increased interest expense ($531k increase) and finance charges ($95k increase), partially offset by a decrease in the change in fair value of warrant liability (a gain in 2025 vs. a loss in 2026) and the absence of prior-year write-offs of promissory notes and deposits.
- Operating Expenses: General and administrative expenses decreased by $905,000 year-over-year, primarily due to lower stock-based compensation and legal fees.
- Liquidity: Cash balance decreased significantly from $3.48 million at December 31, 2025, to $540,264 at June 30, 2026, due to operating cash burn and capital project expenditures.
- Debt: The company entered into a $15 million senior secured convertible debt facility with Lind Global Asset Management in December 2025, drawing $4 million initially. As of June 30, 2026, the outstanding principal was $4.08 million.
Guidance, Outlook, Risks, and Unusual Items
- Going Concern: The filing explicitly states substantial doubt about the company's ability to continue as a going concern. Cash on hand is insufficient to meet working capital and capital expenditure requirements for the next 12 months. Continued operations depend on raising additional capital.
- Debt Default (Triggering Event): On August 11, 2026 (subsequent to the period end), an event of default occurred under the 2025 Convertible Note because the company's market capitalization remained below $15.0 million for ten consecutive trading days. This triggered a Mandatory Default Amount of 110% of the outstanding principal (approx. $4.22 million) and 10% default interest. The lender (Lind) has not yet accelerated the debt but may exercise remedies against substantially all company assets.
- Nasdaq Compliance: The company is in a 180-day compliance period to regain the $35 million market value requirement. Failure to comply could lead to delisting, which would also trigger a default under the 2025 Convertible Note.
- Financing Activities: The company has active equity facilities, including a $10 million Common Stock Purchase Agreement with B. Riley and a $5 million At-The-Market (ATM) offering. As of the filing date, the company had raised approximately $4.4 million in net proceeds from these facilities in the current year.
- Project Milestone: The company received its air quality construction permit from the Oklahoma Department of Environmental Quality, a key milestone for the refinery construction.
Investor Verification Checklist
- Debt Default Status: Verify the current status of negotiations with Lind Global Asset Management regarding the August 11, 2026 default event and whether the debt has been accelerated or a waiver obtained.
- Nasdaq Compliance: Monitor the company's ability to meet the $35 million market value requirement by October 21, 2026, to avoid delisting.
- Cash Runway: Assess the sufficiency of the $540k cash balance against the immediate need to fund operations and potential debt obligations.
- Capital Raise Execution: Track the utilization of the B. Riley and ATM facilities to determine if the company can secure the necessary liquidity to avoid insolvency.
- Legal Proceedings: Review the status of the lawsuit filed by H.C. Wainwright & Co., LLC regarding an alleged breach of an engagement agreement.