Stardust Power Inc. (SDST) - Q1 2026 10-Q Summary
Business Context and Reporting Period
This report covers the quarterly period ended March 31, 2026. Stardust Power Inc. is a development-stage company focused on building a battery-grade lithium refinery in Muskogee, Oklahoma. The company has not yet generated revenue and is currently in the permitting and pre-construction phase. It is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(5,234,692) | $(3,809,700) |
| Net Loss Per Share (Basic & Diluted) | $(0.53) | $(0.72) |
| Cash and Cash Equivalents (End of Period) | $1,235,564 | $1,588,135 |
| Accumulated Deficit | $(73,577,276) | $(56,428,648) |
| Total Liabilities | $17,304,900 | $17,588,975 |
| Stockholders' Deficit | $(7,867,665) | $(12,835,162) |
| Net Cash Used in Operating Activities | $(2,065,302) | $(2,875,187) |
| Net Cash Used in Investing Activities | $(174,836) | $(960,332) |
Material Changes vs. Prior Period
- Net Loss Increase: Net loss increased by approximately 37% to $5.2 million, primarily driven by a $2.4 million swing in the fair value of warrant liabilities (from a gain in Q1 2025 to a loss in Q1 2026) and increased interest expense related to the December 2025 convertible note.
- Operating Expenses: General and administrative expenses decreased by 31% to $3.98 million, largely due to reduced stock-based compensation and lower professional consulting fees compared to the prior year.
- Cash Position: Cash reserves declined by $2.24 million during the quarter, reflecting continued operational burn and capital project expenditures.
- Debt Structure: The company incurred significant interest expense ($365,606) related to the amortization of debt discounts on the $4.8 million convertible note issued in December 2025.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern. Current cash and available financing are deemed inadequate to meet working capital and capital expenditure requirements for the next 12 months.
- Financing Activities:
- Secured a $15 million senior secured convertible debt facility with Lind Global Asset Management (initial drawdown of $4 million).
- Entered a $10 million Common Stock Purchase Agreement with B. Riley Principal Capital II.
- Subsequent to quarter-end, entered an At-Market Issuance Sales Agreement for up to $5 million.
- Project Milestones: Received the air quality construction permit from the Oklahoma Department of Environmental Quality, a key milestone for the Muskogee refinery. Entered non-binding supply agreements for lithium chloride feedstock.
- Nasdaq Compliance: Received notice from Nasdaq regarding non-compliance with the minimum $35 million market value of listed securities requirement. The company has 180 days (until October 21, 2026) to regain compliance.
- Legal Proceedings: Defending against a lawsuit filed by H.C. Wainwright & Co. alleging breach of an engagement agreement.
Investor Verification Checklist
- Cash Runway: Verify the sufficiency of current cash ($1.2M) against the estimated $500 million total cost for Phase 1 of the refinery.
- Financing Execution: Monitor the execution of the B. Riley equity line and the Lind convertible note to ensure liquidity needs are met.
- Nasdaq Status: Track progress toward regaining compliance with Nasdaq listing requirements to avoid delisting.
- Warrant Liability Volatility: Assess the impact of stock price fluctuations on the recurring fair value adjustments of warrant liabilities, which significantly distort net loss figures.
- Permitting Progress: Confirm the transition from permitting to active construction and the timeline for commercial production.