10-Q: Stardust Power Faces Nasdaq Delisting, Going Concern Doubt

Stardust Power Inc. reports a significant net loss and faces Nasdaq delisting, raising substantial doubt about its ability to continue as a going concern.

Summary

• Stardust Power Inc. filed its Form 10-Q for the quarterly period ended September 30, 2026.
• The company reported a net loss of $2,772,869 for the three months ended September 30, 2026, and $11,910,455 for the nine months ended September 30, 2026.
• Trading of the company's Common Stock and Public Warrants on The Nasdaq Capital Market was suspended on October 23, 2026, with a pending delisting.
• Substantial doubt exists about the company's ability to continue as a going concern due to its lack of revenue, accumulated deficit, and insufficient cash to meet future obligations.
• The company is in default on its 2025 Convertible Note with Lind Global Asset Management XIII LLC, with $53,000 of accrued default interest remaining outstanding.
• The company's securities are now quoted on the OTC Pink Sheets, which offers significantly less liquidity and market access.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the suspension and impending delisting from Nasdaq, the substantial doubt about the company's ability to continue as a going concern, and the default on its convertible note.

Positives

• Received air quality construction permit from the Oklahoma Department of Environmental Quality (ODEQ) for its lithium refinery.
• Entered into a non-binding letter of intent with an institutional investor for up to $150 million in project-level financing for the Facility.

Negatives

• Trading of Common Stock and Public Warrants suspended on Nasdaq on October 23, 2026, with pending delisting.
• Substantial doubt about the company's ability to continue as a going concern due to insufficient cash and ongoing losses.
• Default on the 2025 Convertible Note with Lind, with $53,000 in accrued default interest outstanding.
• Net loss of $2,772,869 for the three months ended September 30, 2026, and $11,910,455 for the nine months ended September 30, 2026.
• Accumulated deficit of $80,253,039 and stockholders deficit of $1,975,874 as of September 30, 2026.
• Inability to sell shares under committed equity facility or ATM Offering following Nasdaq suspension.
• Securities now quoted on the OTC Pink Sheets, leading to reduced liquidity and market access.

Risks

• The suspension and delisting from Nasdaq have adversely affected, and are expected to continue to adversely affect, the liquidity and market price of its securities.
• The company's ability to continue as a going concern is dependent on raising additional capital, with no assurance of availability or favorable terms.
• The default on the 2025 Convertible Note allows Lind to exercise remedies against the company's assets and could severely impair its ability to conduct business.
• The company's Common Stock is quoted on the OTC Pink Sheets, which is a volatile and sporadic market, potentially depressing the market price and reducing liquidity.
• Failure to secure adequate financing could have a material adverse effect on the business, operations, and financial condition.
• The company has a limited operating history and faces risks common to early-stage companies.

Future Outlook

The company anticipates funding its near-term operations through the sale of equity securities, promissory notes, or debt financing. However, the ability to continue as a going concern is dependent on raising additional capital, and there is no assurance that such financing will be available on acceptable terms or at all. The company expects general and administrative expenses to increase as it invests in its facility, hires personnel, and incurs costs associated with being a public company.

Management Comments

• The company's ability to continue as a going concern is dependent upon management's plan to raise additional capital from the issuance of equity or to obtain additional borrowings to fund its operating and investing activities over the next year.
• The suspension of trading in the company's Common Stock from Nasdaq has raised substantial doubt about its ability to continue as a going concern.
• The company has not earned any revenue to date and expects to generate a significant portion of its future revenue from the sale of battery grade lithium carbonate.

Industry Context

StockSavvy.ai notes that Stardust Power operates in the burgeoning lithium sector, crucial for battery production in EVs and energy storage. However, the company's severe financial distress, including Nasdaq delisting and going concern doubts, overshadows its strategic positioning in this growing industry.

Comparison to Industry Standards

• The company has no revenue, which is significantly below industry standards for established lithium producers.
• The net loss of $11.9 million for nine months is substantial for a company not yet in commercial production, though common for development-stage companies.
• The company's market capitalization issues and Nasdaq delisting are critical deviations from industry norms for publicly traded companies aiming for growth and capital access.

Management Changes

Legal Proceedings

• H.C. Wainwright & Co., LLC v. Stardust Power, Inc. (Case No: 654037/2025) alleging breach of an engagement agreement. Settled on October 14, 2026, with a payment of $425,000 and issuance of warrants.

Related Party Transactions

• Previous consulting agreement and loan arrangement with DRE Chicago LLC (principal was former Chief Strategy Officer), fully repaid by December 31, 2025.
• Previous loan arrangement with Endurance Antarctica Partners II, LLC (affiliate of a former director), fully repaid by December 31, 2025.
• Unsecured notes payable with three related parties, with a $250,000 draw from Energy Transition Investors LLC in June 2025, repaid by quarter end.

Stakeholder Impact

• Shareholders face significant risk due to Nasdaq delisting, reduced liquidity, potential penny stock status, and substantial doubt about the company's going concern.
• Creditors (Lind) have secured claims and may exercise remedies against company assets due to default.
• Employees may face uncertainty regarding job security due to the company's precarious financial situation and potential curtailment of activities.

Next Steps

• The company plans to raise additional capital through equity, debt, or other sources to fund operations and capital expenditures.
• The company is in discussions with Lind regarding a potential forbearance, waiver, or amendment to the events of default under the 2025 Convertible Note.
• The company intends to apply to have its Common Stock quoted on either the OTC Markets OTCQX or OTCQB market tier.

Key Dates

Recommendation

The company is facing imminent delisting from Nasdaq, has substantial doubt about its ability to continue as a going concern, and is in default on its convertible note. These factors present extreme financial and operational risks, making the stock highly speculative and unsuitable for investment.

Keywords

lithium refinery, going concern, Nasdaq delisting, convertible note default, capital raise, energy storage, electric vehicles, financial statements