SDST — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-13

• Further, since we are yet to generate revenue, we do not currently utilize non-GAAP financial measures such as EBITDA or EBITDA margin. To the extent we introduce any non-GAAP financial measures in future periods, we will provide the disclosures required by Item 10(e) of Regulation S-K, including a …

• Interest expense is currently comprised primarily of amortization of debt discount and issuance costs associated with the 2025 Convertible Note issued in December 2025 (see Note 8). Interest expense has also historically included interest on insurance premium financing with AFCO Insurance Premium Fi…

• Change in fair value of sponsor earnout shares relates to movements in fair value of earnout shares issued to Global Partner Sponsor II, LLC (“Sponsor”) at the closing of the Business Combination, which have been classified as liability instruments in the unaudited condensed consolidated financial s…

• Loss on sale of investment in equity securities relates to realized loss on sale of investment in equity securities of IRIS Metals. The sale was made in response to evolving market conditions and liquidity needs.

• Loss on write-off of promissory note and deposit relates to the write-off of a promissory note and deposit made in connection with a previously contemplated strategic partnership with IGX and Usha Resources. The likelihood of entering into definitive agreements with them had diminished significantly…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• Further, since we are yet to generate revenue, non-GAAP measures such as EBITDA and EBITDA margins, cannot be captured currently, but will be stated once we have commenced commercial production and selling of battery grade lithium to our intended customers.

• Interest expense is comprised of interest payable on the Insurance Funding loans, short-term loans, interest charged by vendors on overdue invoices and amortization expense related to the expense incurred and discount recorded in connection with the issuance of the 2025 Convertible Note in December …

• We entered into a financing agreement of $407,500 and $510,000 for the purchase of a director and officer’s insurance policy with AFCO Insurance Premium Finance in 2025 and 2024, respectively. We made a downpayment of $70,256 and $44,162 for the loan taken in 2025 and 2024, respectively, which was a…

• We issued Term Sheets to several lenders, providing for loans in the aggregate principal amount of $3,550,000, bearing interest at a rate of 15% per year, and maturing in March 2025. This debt was fully paid off as of December 31, 2025.

• Change in fair value of sponsor earnout shares relates to movements in fair value of earnout shares issued to the to Global Partner Sponsor II, LLC (“Sponsor”) at the closing of the Business Combination, which have been classified as liability instruments in the condensed consolidated financial stat…

Text added vs the prior filing · source: 10-Q · 2026-08-13

• As of June 30, 2026, our outstanding debt instruments, including the 2025 Convertible Note and our short-term insurance premium financing, bear interest at fixed rates. Accordingly, we do not believe we have significant exposure to changes in market interest rates on our existing debt; however, chan…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• As of March 31, 2026, we did not have any significant risk for changes in interest rates.

Text added vs the prior filing · source: 10-Q · 2026-08-13

• In addition to the risk factors set forth in our Form 10-K, the following risk factors should be considered carefully in evaluating our Company and our business.

• Our failure to regain compliance with the Nasdaq continued listing requirements could result in the delisting of our Common Stock and Public Warrants, which could have a material adverse effect on our business and the value of your investment, and would trigger an event of default under our 2025 Con…

• On April 24, 2026, we received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we were not in compliance with the minimum $35 million market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2) for continu…

• In accordance with Nasdaq rules, we have a period of 180 calendar days, or until October 21, 2026, to regain compliance with the MVLS Requirement. To regain compliance, our market value of listed securities must close at $35 million or more for a minimum of 10 consecutive business days during the 18…

• If our securities are delisted from Nasdaq, we may face significant adverse consequences, including limited availability of market quotations for our securities, reduced liquidity with respect to our securities, a determination that our Common Stock is a “penny stock” which would require brokers tra…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• As of March 31, 2026, there have been no material changes to our risk factors since our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, results of operations, …

Text added vs the prior filing · source: 10-Q · 2026-08-13

• (a) On August 11, 2026, the Company determined that its market capitalization had been below $15.0 million for ten consecutive trading days, resulting in an event of default under the 2025 Convertible Note (the “Triggering Event”). As a result of the Triggering Event: (i) the Company became obligate…

• The Company and Lind are engaged in discussions regarding a potential forbearance, waiver, or amendment with respect to the Triggering Event; however, no assurance can be given that such discussions will result in a definitive agreement or that any agreement will be reached on terms acceptable to th…

• The foregoing description of the Triggering Event and its consequences is qualified in its entirety by reference to the 2025 Convertible Note, the Lind Securities Purchase Agreement, and the other related transaction documents filed as exhibits to the Company’s Current Report on Form 8-K filed on De…

• During the three months ended June 30, 2026, two of our directors or officers (as defined in Section 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, …

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• No directors or executive officers of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Report.