Other Events. The Board of Directors of the Company (the “Board”) and management are evaluating whether to request a hearing before the Panel, which will depend on, among other things, the Company’s ability to present an acceptable compliance plan, the costs of an appeal and the Company’s available resources. Because a hearing request will not stay the trading suspension, the Company may seek to have its securities quoted on an over-the-counter market. There can be no assurance that the Compa…

CFO — Udaychandra Devasper: The resignation of the Chief Financial Officer is a significant executive departure that creates uncertainty and requires a successor.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on April 30, 2026, Stardust Power Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) on April 24, 2026, notifying the Company that it no longer satisfied the minimum $35,000,000 market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2), and the Company has until October 21, 2026 to regain compliance with th…

Other Events. On September 22, 2026, Stardust Power Inc. (the “Company”) filed the Amendment No.2 (the “Amendment No. 2”) to the Prospectus Supplement (as defined below) to update the maximum number of shares of the Company’s common stock (the “Placement Shares”) issuable pursuant to the At Market Issuance Sales Agreement between the Company and B. Riley Securities, Inc., dated May 8, 2026 (the “Sales Agreement”), to up to an additional aggregate of $6,076,872 of Placement Shares. The issuanc…

Other Events. On September 17, 2026, Stardust Power Inc. (the “Company”) filed the Amendment No.1 (the “Amendment No. 1”) to the Prospectus Supplement (as defined below) to update the maximum number of shares of the Company’s common stock (the “Placement Shares”) issuable pursuant to the At Market Issuance Sales Agreement between the Company and B. Riley Securities, Inc., dated May 8, 2026 (the “Sales Agreement”), to up to an additional aggregate of $8,990,537 of Placement Shares. The issuanc…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 11, 2026, Stardust Power Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the last 30 consecutive business days, from July 30, 2026 through Septemb…

Director — V. Ray Rivers: The filing discloses the appointment of a new independent director to fill a vacancy, which is a standard board governance action rather than an executive management change.

Other Events. On August 5, 2026, Stardust Power Inc. (the “Company”) issued a press release with respect to a Letter of Intent (Agreement) entered into with Charge CCCV LLC (“C4V”), an American battery technology company, for the supply of battery-grade lithium carbonate from Stardust Power’s lithium refinery in Muskogee, Oklahoma. The Agreement positions Stardust Power as a supplier to support C4V’s growing battery manufacturing joint ventures in the United States. As part of the framework,…

Director — Ms. Charlotte Nangolo: Ms. Charlotte Nangolo resigned from the Board and as a member of the Audit and Compensation Committees for personal reasons.

General Counsel, Chief Compliance Officer and Secretary — Bruce Czachor: The company will not renew the Employment Agreement with Bruce Czachor, leading to his departure.

The filing pertains to an amendment and restatement of the Company’s Equity Incentive Plan.

Entry Into a Material Definitive Agreement. On May 8, 2026, Stardust Power Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agent, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 (the “Shares”). Sales of the Shares, if any, will be m…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 24, 2026, Stardust Power Inc. (the “ Company ”) was notified by the listing qualifications staff of Nasdaq Regulation (“ Nasdaq ”) that the Company did not satisfy the minimum $35 million market value of the listed securities requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2) for the Nasdaq Capital Market (the “ MVLS Requirement ”). Nasdaq a…

Other Events. Support from the Office of the Governor of the State of Oklahoma Recently, the Company’s proposed Lithium Refinery Project (“the Project”) has received significant support from the Office of the Governor of the State of Oklahoma. Oklahoma being one of America’s premier energy states was emphasized, along with the readiness and the emphasis of the State support for the Project. Oklahoma’s location, business climate, and focal point as an energy hub in the United States make it a…

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. On February 12, 2026, Stardust Power Inc. (the “ Company ”) entered into a Common Stock Purchase Agreement (the “ Purchase Agreement ”) and a related Registration Rights Agreement (the “ Registration Rights Agreement ”) with B. Riley Principal Capital II, LLC (“ B. Riley Principal Capital II ”), the selling stockholder. Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the rig…

in its entirety. The securities that have been or may be issued under the Purchase Agreement are being offered and sold by the Company in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. B. Riley Principal Capital II represented to the Company in the Purchase Agreement that it is an “accredited investor,” as defined in Regulation D, and is acquiring the securities under the Purchase Agreement fo…

General Counsel, Chief Compliance Officer and Secretary — Bruce Czachor: Stardust Power Inc. appointed Bruce Czachor as General Counsel, Chief Compliance Officer and Secretary.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement On December 23, 2025, Stardust Power Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Lind Global Asset Management XIII LLC (“Lind”). Under the SPA, upon closing (which occurred on December 23, 2025) , the Company received gross proceeds of approximately $4.0 million in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4.8 million (the “Note”) and a Common Stock Purchase…

Unregistered Sales of Equity Securities The information set forth in

Termination of a Material Definitive Agreement. On December 11, 2025, Stardust Power Inc. (the “ Company ”) and B. Riley Principal Capital II, LLC (the “ Investor ”) entered into a letter agreement pursuant to which the parties mutually agreed to terminate, effective as of 4:30 p.m., New York City time, on December 11, 2025 (the “ Termination Effective Time ”), that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, dated…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 27, 2025, The Nasdaq Stock Market LLC (“ Nasdaq ”) approved the transfer of the listing of the common stock, par value $0.0001 per share (the “ Common Stock ”), of Stardust Power Inc. (the “ Company ”) from The Nasdaq Global Market to The Nasdaq Capital Market (the “ NCM ”). The transfer was effective at the opening of business on October 29, 2025, and the Company’s Common Stock, an…

Entry into a Material Definitive Agreement. On October 30, 2025, Stardust Power Inc. (the “ Company ”) entered into a Warrant Exchange Agreement (the “ Exchange Agreement ”) with a certain institutional investor (the “ Investor ”). Pursuant to the Exchange Agreement, the Investor agreed to irrevocably exchange all of its warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), originally issued on March 16, 2025 (the “ Existing Warrants ”), re…

The Acquired Shares will be issued to the Investor in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with an existing security holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. No cash proceeds will be received by the Company in connection with the Exchange.