8-KFiled Aug 20, 8:00 PM ET

Stardust Power Inc. Issues Shares After Convertible Note Conversion

$SDST · Stardust Power Inc.

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Stardust Power Inc. Issues Shares After Convertible Note Conversion

What Happened
Stardust Power Inc. (SDST) filed an 8-K reporting that Lind Global Asset Management XIII LLC converted $150,000 of principal under a Senior Secured Convertible Promissory Note (the "2025 Convertible Note") following an event of default. Lind delivered a notice of conversion and default on August 17, 2026, and the Company issued 304,878 shares of common stock to Lind on August 20, 2026.

Key Details

  • The Triggering Event: the Company's market capitalization was below $15.0 million for ten consecutive trading days, causing an event of default under the 2025 Convertible Note (as previously disclosed).
  • Conversion mechanics: $150,000 was converted at $0.492 per share, resulting in 304,878 Conversion Shares issued on August 20, 2026.
  • Post-conversion position: $3,430,000 aggregate principal remained outstanding under the 2025 Convertible Note; the Company reported 14,523,933 shares of common stock issued and outstanding after the issuance.
  • The Conversion Shares were issued under the Section 3(a)(9) exemption (exchange with an existing security holder); no cash proceeds were received. The outstanding principal figure does not reflect any mandatory default amounts or other additional sums that may become due because of the default.

Why It Matters
This action reflects a creditor exercising conversion rights after a default tied to the Company's market capitalization. For investors, the issuance increased outstanding shares (dilution) and leaves over $3.4 million of convertible debt on the balance sheet that could be converted or trigger other remedies. The filing also notes potential additional amounts may become due under the default, which could further affect the company’s capitalization and equity holders.