Comstock Inc S-3, filed Jun 18, 2025
Comstock Inc. (LODE)
As filed with the Securities and Exchange Commission on June 18, 2025
Registration File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMSTOCK INC.
(Exact name of registrant as specified in its charter)
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Nevada |
65-0955118 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification Number) |
117 American Flat Road
Virginia City, NV 89440
(775) 847-5272
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corrado De Gasperis
Executive Chairman & Chief Executive Officer
117 American Flat Road
Virginia City, NV 89440
(775) 847-5272
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Clyde W. Tinnen, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue, 39th Floor
Milwaukee, WI 53202
(414) 271-2400
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer ☐ |
Accelerated Filer ☐ |
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Non-accelerated filer ☒ |
Smaller reporting company ☒ |
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Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
SUBJECT TO COMPLETION, DATED June 18, 2025
2,200,000 Shares of Common Stock
This prospectus relates to the offer and resale by FLUX PHOTON CORPORATION, a Delaware corporation, REVOKOR ASSET MANAGEMENT LLC, an Oklahoma limited liability company, EDP MANA LLC, an Oklahoma limited liability company, 2003 SCG TRUST, an Oklahoma Trust, and DECOMMISSIONING SERVICES LLC, a Nevada limited liability company, (the “sellers”) of up to 2,200,000 shares of our Common Stock, par value $0.000666 per share (the “Common Stock”).
The shares offered hereby may be sold from time to time by the sellers. The sellers are not required to offer or sell any shares, pursuant to this prospectus or otherwise. The sellers anticipate that, if and when offered and sold, the shares will be offered and sold in transactions effected on NYSE AMERICAN LLC, or NYSE AMERICAN, at then prevailing market prices. The sellers have the right, however, to offer and sell the shares on any other national securities exchange on which the Common Stock may become listed or in the over-the-counter market, in each case at then prevailing market prices, or in privately negotiated transactions at a price then to be negotiated.
All proceeds from sales of shares by sellers will be retained by the sellers. We will not receive any proceeds from the sale of shares by the sellers. We will bear all of the expenses in connection with the registration of the shares offered hereby, including legal and accounting fees.
You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus and any prospectus supplement, carefully before you invest in our shares.
Our Common Stock is listed on the NYSE AMERICAN under the symbol “LODE.” On June 17, 2025, the closing price of one share of our Common Stock on NYSE AMERICAN was $3.97 per share.
Investing in our securities involves risks that are referenced in the “Risk Factors” section, at page 8, of this prospectus and are set forth in our periodic reports filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 18, 2025.
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the Commission, utilizing a “shelf” registration process. Under this shelf registration process, the sellers may, from time to time, offer and sell shares of our Common Stock pursuant to this prospectus. This prospectus provides you with a general description of the securities the sellers may offer.
You should read carefully both this prospectus and any prospectus supplement, together with additional information described below under “Where You Can Find More Information” before you invest in our securities. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you must rely on the information in the prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operation and prospects may have changed since those dates.
This prospectus does not contain all the information provided in the registration statement we filed with the Commission. For further information about us or the securities offered hereby, you should refer to that registration statement, which you can obtain from the Commission as described below under “Where You Can Find More Information.”
In this prospectus, unless otherwise specified or the context otherwise requires, “Comstock,” “we,” “us” and “our,” “our Company” or the “Company” refer to Comstock Inc. and its consolidated subsidiaries. In addition, unless the context requires otherwise, reference to the “Board” refers to the Board of Directors of Comstock Inc.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file periodic reports, proxy statements and other information relating to our business, financial and other matters with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our filings are available to the public over the Internet at the Commission’s web site at http://www.sec.gov. You may also read and copy any document we file with the Commission at, and obtain a copy of any such document by mail from, the Commission’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, at prescribed charges. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room and its charges.
We have filed with the Commission a registration statement on Form S-3 under the Securities Act with respect to our securities described in this prospectus. References to the “registration statement” or the “registration statement of which this prospectus is a part” mean the original registration statement and all amendments, including all schedules and exhibits. This prospectus does, and any prospectus supplement will, not contain all of the information in the registration statement because we have omitted parts of the registration statement in accordance with the rules of the Commission. Please refer to the registration statement for any information in the registration statement that is not contained in this prospectus or a prospectus supplement. The registration statement is available to the public over the Internet at the Commission’s web site described above and can be read and copied at the locations described above.
Each statement made in this prospectus or any prospectus supplement concerning a document filed as an exhibit to the registration statement is qualified in its entirety by reference to that exhibit for a complete description of its provisions.
We make available, free of charge, on or through our web site, copies of our proxy statements, our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file them with or furnish them to the Commission. We maintain a web site at http://www.comstock.inc. The information contained on our web site is not part of this prospectus, any prospectus supplement or the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the Commission pursuant to the Exchange Act and hereby incorporate them by reference in the registration statement:
We incorporate by reference the documents listed below and any future documents that we file with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement:
(a) Our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 6, 2025 (the “Form 10-K”);
(b) Our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 8, 2025 (the “Form 10-Q”);
(c) current reports on Form 8-K filed with the Commission on January 13, 2025, January 21, 2025, January 31, 2025, February 7, 2025, February 13, 2025, February 18, 2025, February 20, 2025, February 28, 2025, March 12, 2025, March 25, 2025, May 15, 2025, May 27, 2025, May 28, 2025, June 9, 2025 and June 12, 2025;
(d) the description of our Common Stock contained in our Form 8-K, filed with the Commission on March 12, 2025, in lieu of the description of our Common Stock contained in our Form 8-A (File No. 001-35200), filed with the Commission under Section 12 of the Exchange Act on June 8, 2011 (the “Form 8-A”); and
(e) Our proxy statement on Schedule 14A, filed with the Commission on April 9, 2025.
All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents.
Notwithstanding the foregoing, documents or portions thereof containing information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, are not incorporated by reference in this prospectus.
We make available copies of the documents incorporated by reference in this prospectus to each person, including any beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request. Such requests should be directed to:
Comstock Inc.
117 American Flat Road
Virginia City, Nevada 89440
Attention: Investor Relations
Telephone: (775) 847-5272
This summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information included elsewhere or incorporated by reference in this prospectus, including financial statements and the related notes. You should carefully consider, among other things, the matters discussed under “Risks Factors” in the Form 10-K, the Form 10-Q and in other documents that we subsequently file with the Commission that are incorporated by reference herein.
The Company
OVERVIEW
Comstock innovates and commercializes technologies that extract and convert under-utilized natural resources into clean energy products, including pioneering technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics. We are also preparing our defined mineral resources for mining and/or monetization.
We plan on delivering extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, engineer, and commercialize technology solutions that facilitate the increased throughput, storage, distribution, and use of clean energy across entire industries. Our operations primarily involve innovating, developing, deploying, and monetizing clean energy technologies with integrated teams and partners in dedicated lines of business, including renewable fuels, renewable metals, and mining. Our plans to generate revenue and throughput involve using and licensing our technologies, including the creation of financial and other incentives to enable and motivate our customers, licensees, and other stakeholders to use their capital, infrastructure, and resources, often integrated directly with us and our solutions, to accelerate and maximize adoption.
We own and manage investments in related assets that support our businesses, including existing minority equity positions and partnerships in strategic technology developers, two Wisconsin renewable fuels demonstration facilities, and a Nevada metals recycling demonstration facility. We also own and manage direct investments in northern Nevada real estate comprised of industrial and commercial land, water rights and about twelve square miles of gold and silver mining claims and surface parcels that we own, lease or have a royalty interest in and that some of which contain measured and indicated, as well as inferred gold and silver mineral resources.
Lines of Business
Fuels Segment
Our Fuels Segment is administered by our subsidiary, Comstock Fuels Corporation (“Comstock Fuels”), through its equity ownership position in Bioleum Corporation (“Bioleum”). Bioleum delivers advanced lignocellulosic biomass refining solutions that are setting new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel (“SAF”), and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 140 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, site conditions, and other process parameters. Bioleum additionally holds the exclusive rights to intellectual properties developed by Hexas Biomass Inc. (“Hexas”), subject to certain preexisting agreements, for production of purpose grown energy crops in liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum's high yielding refining platform and Hexas’ high yielding energy crops enables the production of enough feedstock to produce upwards of 100 barrels (at 42 gallons per barrel) of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum Refineries in the U.S. to produce about 200 million barrels of renewable fuel per year by 2035, starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Bioleum also licenses its advanced feedstock and refining solutions to third parties for additional production in global markets, including several recently announced projects. Bioleum does not currently generate revenue but is anticipated to do so from recently announced agreements for licensing and related engineering services in Australia, Vietnam, and Pakistan.
Bioleum operates two complementary and interdependent pilot facilities, including a feedstock conversion and biointermediate production pilot in Wausau, Wisconsin (“Wausau Facility”), and a biointermediate conversion and renewable fuel production pilot in Madison, Wisconsin (“Madison Facility”). Bioleum continues innovating its existing commercial process for the purpose of increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in pursuit of fossil parity. Bioleum’s innovations group has also partnered with National Renewable Energy Laboratory (“NREL”), the Massachusetts Institute of Technology (“MIT”), RenFuel K2B AB (“RenFuel”), Emerging Fuels Technologies Inc. (“EFT”), and others with sponsored research, licensing, and other agreements. Bioleum also partners with Hexas and other strategic operating partners for the same objectives.
Bioleum recently completed the initial $20 million closing of its Series A preferred equity offering (“Series A Financing”). Bioleum also plans to complete project equity and debt financings that includes a recent allocation of $152 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma. Effective February 28, 2025, Comstock Fuels entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), which were assigned to Bioleum involving the purchase of $14,000,000 in Bioleum equity as part of the Series A Financing, subject to a $700,000,000 valuation cap (“Investment”). The purchase price includes $1,000,000 in cash and $13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”).
On January 14, 2025, the Company executed an agreement with Hexas, under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with the Company's site development and innovation activities. Under the terms of the agreement, the Company invested $500,000 in Hexas in the form of a simple agreement for future equity (“Hexas SAFE Investment”). On April 4, 2025, the Company invested the final tranche of $133,333 for total investment in the Hexas SAFE Investment of $500,000.
Metals Segment
Our Metals Segment has operated a demonstration-scale solar panel recycling facility for over 12 months, generating $401,238 in revenue during 2024, and more than tripled its billable revenues (currently recognized and deferred revenue) to $1,348,980 during the first quarter of 2025, as compared to all of 2024, through service fees for decommissioning, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. This facility is capable of delivering environmentally superior, zero-landfilled recycling solutions that support U.S. mineral industries.
Comstock Metals has initiated permitting and development of its first industry-scale production facility, located on the same campus as the demonstration-scale facility to scale the operation, initially to 50,000 tons per year and then 100,000 tons per year. This strategically located facility will enable the expeditious transition of proven processes from demonstration to full-scale production. The industry-scale facility is expected to significantly enhance our ability to meet the continuously growing demand for domestically recovered metals, supporting the needs of American manufacturers and infrastructure projects.
Our plan is to create a robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build three facilities in the United States and support American energy and resource independence while simultaneously delivering economic and environmental value.
Our Metals Segment's 2025 objectives include (1) closing on direct equity and/or debt financing into Comstock Metals sufficient to fund the construction and commissioning of the Company’s first industry-scale facility, (2) finalizing the industry-scale engineering, (3) submitting all prerequisite permits, (4) ordering all of the industry-scale equipment for our first industry-scale facility, and (5) securing larger and longer terms supply contracts and accelerating site selection for our second and third facilities.
Mining Segment
Our Mining Segment generated income from leases, licenses, and related fees during 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain royalty interest in twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).
On December 18, 2024, the Company executed a membership interest purchase agreement with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen Limited Liability Company, for an aggregate purchase price of $2,750,000. The Company was paid $1.0 million in cash in 2024 and is due another $1.75 million in either cash or their publicly registered common stock that is due and payable. On June 6, 2025, the parties executed an amendment (the “First Amendment”), to the membership interest purchase agreement. Pursuant to the First Amendment, the membership interest purchase agreement was amended to: (a) increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000 (with $950,000 in cash payable on or before on June 30, 2025, $500,000 in cash payable on or before July 15, 2025 and $500,000 in cash payable on or before August 30, 2025).
On June 30, 2023, the Company entered a Mineral Exploration and Mining Lease Agreement (“Mackay Mining Lease”) with Mackay. The Mackay Mining Lease terminated on December 18, 2024.
Our Mining Segment's 2025 objectives include (1) monetizing over $2.0 million from the sale of the northern mining claims pursuant to the Mackay First Amendment, (2) advancing the preliminary economic assessment for the Dayton Consolidated Project and (2) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for Dayton.
Strategic Investments Segment
We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals, and Mining Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in Green Li-ion Pte LTD (“Green Li-ion”) (lithium-ion battery component recycler and remanufacturing) and Sierra Springs Opportunity Fund (“SSOF”) (northern Nevada real estate). In November 2024, we completed a transaction for the disposition of our minority equity investment in Quantum Generative Materials LLC while retaining the rights for using the technologies.
Investment in Green Li-ion– Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares in 2026.
Investment in SSOF – For the three-months ended March 31, 2025, the Company invested an additional $300,000 in SSOF for 166,667 additional common shares at $1.80 per share. At March 31, 2025 and December 31, 2024, the Company owned 11,041,667 and 10,875,000, respectively, of SSOF shares and our ownership is at 17.46% and 17.27%, respectively. At March 31, 2025 and December 31, 2024, no adjustments were made to our investments carrying value as a result of the SSOF equity issuances since the price per share sold was consistent with the Company’s carrying value for this investment. At March 31, 2025, the Company’s maximum exposure to loss as a result of its involvement with SSOF was limited to its investment of $19,875,000.
SSOF is a qualified opportunity zone fund, that owns 100% of SSE, a qualified opportunity zone business. SSE and its subsidiaries own or controls approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 492, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where high tech companies like Tesla, Switch, Google, Microsoft, Tract and Redwood Materials, and over one hundred other companies are currently located, expanding or locating in this industrializing region.
Other
Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company has begun marketing these assets for sale as both industrial and commercial development as interest in Silver Springs, NV continuously increased during 2024, and accordingly classified these assets as held for sale in the condensed consolidated balance sheet.
Recent Developments
On May 22, 2025, the Company announced the completion of the successful separation of all of the components of its renewable fuels segment into a new independent entity, Bioleum Corporation and the closing on the first $20 million in direct Convertible Preferred Stock - Series A equity investment. This achievement fulfills the first phase of the plans that Comstock outlined earlier this year and better positions two high-growth companies for success – one focused on renewable metals and mining in Nevada, and the other on renewable fuels headquartered in Oklahoma – enabling two extremely different business and capital profiles and providing each the platform to thrive in their own markets. The collective transactions included the following six agreements; 1) Assignment and Assumption of Assets (the “Assignment”); 2) Amended Flux Photon Corporation Asset Purchase Agreement (as amended, the “FPC Asset Purchase Agreement”); 3) Investors’ Rights Agreement; 4) Voting Agreement; 5) Right of First Refusal and Co-Sale Agreement; and 6) Management Services Agreement.
Outlook
Our goal is to Accelerate the Commercialization of Breakthrough Technologies, that is, primarily technologies that extract and convert under-utilized natural resources into clean energy products, including pioneering technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics. We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our diverse technology portfolio and our frontier research and development networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies and communities. The primary focus for 2025 is the commercialization of our businesses and the continuous innovation, development and engineering of technologies and solutions that support the efficient conversion of under-utilized natural resources into clean energy products.
Corporate
The growth opportunities for both Comstock Fuels and Comstock Metals have developed beyond our original plans, and we have attracted some of the most sophisticated partners for investment, feedstock, technology, operations, and offtake, with many now evaluating direct investments and exploring deeper integrations and strategic transactions. The Company’s authorized share capacity is properly repositioned for safely capitalizing on these opportunities, however, both Comstock Fuels and Comstock Metals have directly commenced independent financing efforts for direct funding using subsidiary equity on terms that are non-dilutive to Comstock shares. These are keenly strategic capital partners, enabling Comstock to solidify its capital base, unlock the underlying value in each of its businesses, and extend the functionality of its system, often with these same partners, for tremendous growth potential.
To achieve these growth objectives, on February 24, 2025, the Company increased its authorized capital capacity by implementing a 1:10 reverse stock split, without a corresponding decrease in the existing 245,000,000 authorized shares, effectively increasing the Company's authorized capital resources with sufficient available authorized shares of common stock that positions the right capital sources, liquidity, and profile that we believe best attracts the right amounts and types of capital resources needed to grow and maximize the value of our Company for our shareholders.
The Company’s Corporate objectives for the rest of 2025 include:
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Finalize plan to monetize our legacy real estate and non-strategic investments for over $50 million in 2026; |
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Ensure adequate liquidity and capital resources sufficient to support the next phases of growth; and |
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Finalize, communicate and implement plans to unlock maximum value from a spin-off of Comstock Fuels. |
This ultimately results in two high-growth companies: a renewable metals and mining company headquartered in Nevada, and a renewable fuels company headquartered in Oklahoma with major operations already functioning in Wisconsin.
Comstock Fuels
Bioleum's biorefining technologies are commercially ready for deployment and offer growth-enabling performance. Bioleum is actively engaged in the planning and deployment of its first commercial demonstration facility and pursuing joint development and licensing agreements representing future revenue sources from technical and engineering services, royalties, and equity participation. These efforts include securing associated supply chain participants (including feedstock, site selection, engineering, construction and procurement, and offtake), performing preliminary and final engineering, and facilitating commissioning, construction, and operations, including with globally and locally recognized current and developing renewable fuels producers that, in certain cases, also represent a source of strategic capital for funding the projects.
The Bioleum objectives for the rest of 2025 include:
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Stand up a separate, stand-alone, well-capitalized, renewable fuels business through a directly financed spin-off entity solely focused on advancing our objective of delivering hundreds of millions of barrels by 2035 and a public offering; |
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Close on subsidiary-level “Series A” equity financing in the Fuels spin-off entity; |
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Plan and integrate a local, Hexas-based, fuel farm based into its first commercial biorefinery; |
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Complete site selection for first commercial biorefinery project in Oklahoma, including feedstock and offtake; |
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Secure sufficient project-level financing for first Oklahoma-based commercial biorefinery project; |
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Execute additional revenue generating licenses and other commercial agreements; |
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Expand integrated pilot production capabilities to up to two barrels per week of intermediates and fuels; and |
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Advance its innovation and development efforts toward even higher yields, lower costs and lower capital. |
Bioleum’s commercialization plans also include multiple joint development projects, with each joint development project, such as Bioleum's SACL Pte. Ltd. (“SACL”) and other licensees, with the potential for generating hundreds of millions of dollars per year in technical services, engineering, and licensing revenues. Comstock Fuels also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and petroleum infrastructure to generate additional technical services, engineering and royalty revenues. The plans also include integrating Bioleum’s high yield Bioleum refining platform with Hexas’ high yield energy crops to provide enough feedstock to produce upwards of 100 barrels of fuel per acre per year, effectively transforming agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost domestic and global energy independence.
Comstock Metals
Comstock Metals has now been operating its first commercial demonstration facility for over a full year and in November of 2024, submitted permits for the first industry-photovoltaic recycling facility. The industry-scale facilities are anticipated to initially operate at 50,000 tons of annual capacity and then efficiently double that rated capacity to 100,000 tons of annual capacity. Site selection activities are ongoing for the next two industry-scale facilities and associated storage sites.
The Company's Metals objectives for the rest of 2025 include:
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Maximize three-shift production and revenue from the demonstration scale production facility; |
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Secure sufficient funding for scale-up of the first Nevada site to industry-scale; |
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Expand local county storage capacity adjacent to our first industry-scale facility; |
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Complete permitting for our first “industry-scale” facility in Silver Springs, NV; |
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Procure, deploy, and assemble plant and equipment for our first industry-scale facility in Silver Springs, NV; |
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Secure additional Master Service Agreement (MSA) with national and regional customers; |
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Complete site selection and preliminary development for two additional solar panel recycling locations; |
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Expand the system globally with international strategic and capital partners; |
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Advance and expand R&D efforts to recover more and higher-purity materials from recycled streams for offtake; and |
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Closing on equity and/or debt financing that accelerates the deployment of the first three industry facilities. |
The capital expenditures for the first 50,000 tons of annual capacity for the first industry scale facility are expected to be $6.0 million in 2025, plus an additional up to $1.0 million for expanded storage. Increasing the capacity to 100,000 tons of annual capacity requires an additional $3.0 million, most likely in 2026. Billable revenues are expected to be six to eight times greater in 2025, as compared to 2024, or over $3.0 million, with proportionate future increases as we scale up our industry-scale facilities.
Comstock Mining
Comstock Mining has amassed the single largest known repository of historical and current geological data within the Comstock mineral district, including extensive geophysical surveys, geological mapping, and drilling data, including the Dayton resource.
The Company's Mining objectives for the rest of 2025 include:
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Receive cash proceeds of over $2.0 million from prior mineral leases and asset sales from the northern claims; |
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Commercialize agreements that either monetize or enable resource expansion of the central claims; |
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Complete the preliminary mine plans that enable the economic development of the southern district claims; and |
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• |
Commence work for expanding and upgrading the Dayton resource into proven and probable reserves. |
The Company’s 2025 efforts will apply economic analysis to Comstock’s existing gold and silver resources progressing toward preliminary economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans and the development of post productive land and community development plans.
Strategic Investments
Investment in Green Li-ion
Green Li-ion continues making meaningful progress in the development and deployment of its system that remanufactures critical precursor cathode active materials (“PCAM”), having now deployed its first commercial battery remanufacturing facility from fully recycled battery materials deployed. The Company intends to sell the remaining 35,662 Green Li-ion preferred shares in 2026.
Investments in others non-mining real estate, water rights and securities
The Company has announced plans for selling its non-mining real estate and water rights anticipated in the latter part of 2025.
Corporate Information
The Company’s executive offices are located at 117 American Flat Road, Virginia City, Nevada 89440 and its telephone number is (775) 847-5272. The Company’s mailing address is P.O. Box 1118, Virginia City, Nevada 89440. The Company’s web site address is www.comstock.inc. The Company’s web site and the information contained on, or that can be accessed through, the web site are not part of this prospectus.
Certain statements contained in this prospectus or incorporated by reference in this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions, divestitures, spin-offs or similar distribution transactions; future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; and future working capital needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings.
These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in this prospectus or incorporated by reference in this prospectus and our Annual Report on Form 10-K, and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; difficulties involved in developing renewable, decarbonizing and/or clean energy technologies, hazards and uncertainties associated with hazardous material and metal recycling, processing or mining and mineral extraction activities; the speculative nature of gold or mineral exploration, and aluminum, cadmium, copper, silica, silver, steel, and other metal and materials recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, material processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing, novel clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment, environmental reclamations and historical restorations and cash generating mineral production; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities, including research and development stage activities that may be presented to, or pursued by, us, including those involving quantum computing and material science based artificial intelligence supported advanced materials development and development services, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels; ability to successfully identify, finance, complete and integrate acquisitions, joint ventures, strategic alliances, collaborative research and development agreement, business combinations, asset and equity investment sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such aluminum, cadmium, copper, silica, silver, steel, and other metal and materials, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events, or otherwise.
An investment in shares of our Common Stock involves a high degree of risk. You should carefully consider the risks set forth under the caption “Risk Factors” in the Form 10-K and the Form 10-Q, which are incorporated in this prospectus by reference, as updated by any future filing we make under the Exchange Act. These risks are not the only ones faced by us. Additional risks not known, or that are deemed immaterial could also materially and adversely affect our financial condition, results of operations, business and prospects. Any of these risks might cause you to lose all or part of your investment.
We will not receive any proceeds from the sale of any shares offered hereby by the sellers.
Information about the selling stockholders is identified below. The sellers may from time to time offer and sell shares of our Common Stock pursuant to this prospectus or any applicable prospectus supplement.
|
Before Offering |
After Offering |
|||
|
Name |
Total Number of Shares Beneficially Owned |
Number of Shares Offered (1) |
Shares Beneficially Owned After Offering (1) |
Percentage of Shares Beneficially Owned After Offering (1) |
|
FLUX PHOTON CORPORATION |
1,700,000 |
1.700,000(2) |
0 |
0% |
| REVOKOR ASSET MANAGEMENT LLC | 250,000 | 250,000(2) | 0 | 0% |
| EDP MANA LLC | 25,000 | 25,000(2) | 0 | 0% |
| 2003 SCG TRUST | 25,000 | 25,000(2) | 0 | 0% |
| DECOMMISSIONING SERVICES LLC | 200,000 | 200,000(3) | 0 | 0% |
|
(1) |
Assumes all shares registered hereby are sold. |
|
(2) |
Please see Exhibit 10.6 in the Company’s Form 8-K, filed with the Commission on May 28, 2025, which is hereby incorporated herein by reference. |
| (3) |
Please see in Exhibit 10.2 under Item 16 Exhibits below the Third Amendment to Lease with Option to Purchase Agreement, dated June 9, 2025, between Comstock Inc. and DECOMMISSIONING SERVICES LLC. |
The Company’s authorized Common Stock consists of 245,000,000 shares, par value $0.000666 per share. The description of our Common Stock contained in our Form 8-K, filed with the Commission on March 12, 2025, is hereby incorporated by reference. The Company currently has 32,416,166 shares of Common Stock issued and outstanding. Common Stock presently outstanding, is fully paid and non-assessable.
The sellers may, from time to time, sell any or all of its shares of Common Stock on the NYSE AMERICAN or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. If the shares of Common Stock are sold through underwriters or broker-dealers, the sellers will be responsible for underwriting discounts or commissions or agent’s commissions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of the sale or at negotiated prices. The sellers may use any one or more of the following methods when selling shares:
|
• |
on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
|
• |
in the over-the-counter market; |
|
• |
in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
• |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
• |
an exchange distribution in accordance with the rules of the applicable exchange; |
|
• |
privately negotiated transactions; |
|
• |
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
|
• |
broker-dealers may agree with the sellers to sell a specified number of such shares at a stipulated price per share; |
|
• |
a combination of any such methods of sale; |
|
• |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or |
|
• |
any other method permitted pursuant to applicable law. |
The sellers may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers engaged by the sellers may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the sellers (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with the rules of the NYSE AMERICAN or other stock exchange on which the Common Stock is traded.
In connection with the sale of the Common Stock or interests therein, the sellers may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The sellers may also sell shares of the Common Stock short and deliver these securities to close out short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The sellers may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares. The sellers may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The sellers and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the sellers will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the sellers or any other person. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required as determined by the Company in its sole discretion, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the sellers and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. We will make copies of this prospectus available to the sellers and have informed the sellers of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale unless exempted from the prospectus delivery requirement.
The sellers may pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance of secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of sellers to include the pledgee, transferee or other successors in interest as sellers under this prospectus. The sellers also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
There can be no assurance that any sellers will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.
Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.
We will not receive any of the proceeds from the sale by the sellers of the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that the sellers will pay all underwriting discounts and selling commissions, if any.
The validity of the securities offered and to be offered hereby and certain other legal matters will be passed upon for us by McDonald Carano LLP. Counsel for any underwriter or agent will be named in the applicable prospectus supplement.
The consolidated financial statements as of and for the years ended December 31, 2024 and 2023 incorporated in this prospectus by reference to the Form 10-K have been so incorporated in reliance on the report of Assure CPA, LLC., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
No expert or counsel named in this prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our Common Stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
2,200,000 Shares of Common Stock
June 18, 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All of such expenses, except the Commission registration fee, are estimated.
|
Commission registration fee |
$ |
1,160.34 |
|
Accounting fees and expenses |
$ |
10,000.00 |
|
Legal fees and expenses |
$ |
12,500.00 |
|
Miscellaneous expenses |
$ |
750.00 |
|
Total |
$ |
24,410.34 |
Item 15. Indemnification of Directors and Officers.
Our Articles of Incorporation provide for the indemnification of a present or former director or officer to the fullest extent authorized by Nevada law. Such indemnification shall include, but not necessarily be limited to, expenses, including attorney's fees reasonably incurred or suffered by such officer or director.
Under certain circumstances, Chapter 78 of the NRS also provides for mandatory and discretionary indemnification, as applicable, of any person who is a director, officer, employee or agent of the Company. Nevada law provides that we may indemnify such individuals if they have not have breached their fiduciary duties under Chapter 78 of the NRS or if such person has acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Nevada law also provides that we must indemnify any person who is a director, officer, employee or agent of the Company, to the extent that the person is successful on the merits or otherwise in the defense of any threatened, pending or completed action, suit or proceeding brought against such person because such person is or was a director, officer, employee or agent of the Company, against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney’s fees.
Item 16. Exhibits
(a) The exhibits listed in the following table have been filed as part of this registration statement.
|
Exhibit Number |
Description of Exhibit |
|
|
5.1 |
Opinion of McDonald Carano LLP regarding the validity of the securities registered hereunder. |
|
|
10.1 |
||
| 10.2 | The Third Amendment to Lease with Option to Purchase Agreement, dated June 9, 2025, between Comstock Inc. and DECOMMISSIONING SERVICES LLC. | |
|
23.1 |
||
|
23.2 |
||
|
24.1 |
||
|
107 |
Item 17. Undertakings
The undersigned registrant hereby undertakes:
|
(a) |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Virginia City, Nevada, on June 18, 2025.
|
COMSTOCK INC. |
|||
|
By: |
/s/ Corrado De Gasperis |
||
|
Corrado De Gasperis |
|||
|
Executive Chairman & Chief Executive Officer |
|||
|
(Principal Executive Officer) |
|||
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Corrado De Gasperis as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this registration statement (which includes any additional registration statement under Rule 462(b)) together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this registration statement and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, applications, registration statements, notices, reports, instruments, agreements and other documents necessary or appropriate in connection with the registration or qualification under foreign and state securities laws of the securities described in this registration statement or any amendment thereto, or obtain an exemption therefrom, in connection with the offerings described therein and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Name |
Title |
Date |
|
|
/s/ Corrado De Gasperis |
Executive Chairman & Chief Executive Officer and Director |
||
|
Corrado De Gasperis |
(Principal Executive Officer) |
June 18, 2025 |
|
|
/s/ Judd Merrill |
|||
|
Judd Merrill |
Chief Financial Officer (Principal Financial Officer) |
June 18, 2025 |
|
|
/s/ Matthew J. Bieberly |
|||
|
Matthew Bieberly |
Chief Accounting Officer (Principal Accounting Officer) | June 18, 2025 | |
|
/s/ Leo M. Drozdoff |
|||
|
Leo Drozdoff |
Director |
June 18, 2025 |
|
|
/s/ William J. Nance |
|||
|
William Nance |
Director |
June 18, 2025 |
|
|
/s/ Walter A. Marting Jr. |
|||
|
Walter Marting |
Director |
June 18, 2025 |
|
|
/s/ Dr. Guez J. Salinas |
|||
|
Guez Salinas |
Director |
June 18, 2025 |
|
|
/s/ Kristin M. Slanina |
|||
|
Kristin Slanina |
Director |
June 18, 2025 |
|
Exhibit 5.1
June 18, 2025
Board of Directors
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440
Ladies and Gentlemen:
We have acted as special Nevada counsel to Comstock Inc., a Nevada corporation (the “Company”), in connection with the filing by the Company of a Form S-3 Registration Statement (including the prospectus which is a part thereof, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 2,200,000 shares of common stock of the Company, par value $0.000666 per share, which are presently issued and outstanding and held by the sellers named in the Registration Statement (the “Outstanding Shares”), all of which may be sold from time to time by such sellers named in the Registration Statement on a delayed or continuous basis pursuant to Rule 415 under the Act.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Articles of Incorporation of the Company, as amended through the date hereof (the “Articles of Incorporation”); (ii) the Bylaws of the Company, as amended through the date hereof (the “Bylaws”); (iii) certain resolutions of the Board of Directors of the Company relating to the issuance, sale and registration of the Outstanding Shares; and (iv) the Registration Statement. In addition, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of the Company, and we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary for purposes of rendering the opinions set forth herein. We have also relied upon the representations and warranties of the Company contained in the Registration Statement and those certain documents included as exhibits to the Registration Statement. In rendering our opinion, we have made the assumptions that are customary in opinion letters of this kind. We have not verified these assumptions.
In connection with this opinion, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures, the legal capacity of natural persons, and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents. In making our examination of transaction documents underlying the issuance of the Outstanding Shares, we have assumed that such transaction documents constitute the legal, valid and binding obligations of all of the parties thereto, including the Company. With respect to certain factual matters, we have relied upon certificates of officers of the Company.
We have further assumed that: (i) the Registration Statement and any amendments thereto will have become effective under the Act and comply with all applicable laws at the time the Outstanding Shares are offered and sold as contemplated by the Registration Statement; and, (ii) the Outstanding Shares will be offered, issued and sold (A) in accordance with and in the manner specified in the Registration Statement, the base prospectus contained therein, and the terms and conditions of the applicable agreements, or instruments, governing the offer, sale, or issuance of the Outstanding Shares, and (B) in in compliance with the applicable provisions of the Act, and the securities or blue sky laws of various states.
Based upon, subject to and limited by the foregoing and the qualifications set forth in subsequent portions of this opinion letter, as of the date hereof, we are of the opinion that the Outstanding Shares that may be offered and sold pursuant to the Registration Statement have been duly authorized and are validly issued, fully paid and nonassessable.
We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to the laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities or bankruptcy laws, rules or regulations, any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
The opinion expressed in this letter is solely for your benefit and the benefit of persons entitled to rely thereon pursuant to applicable provisions of the Act and the rules and regulations of the Commission promulgated thereunder, in connection with the Registration Statement, and may not be relied upon in any manner or used for any purpose by any other person or entity.
This opinion is issued in the State of Nevada. By issuing this opinion, McDonald Carano LLP (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of Nevada and (ii) does not consent to the jurisdiction of any state other than the State of Nevada. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada. Your acceptance of this opinion shall constitute your agreement to the foregoing.
We hereby consent to the filing of this opinion as part of the Registration Statement and to the reference to our firm therein under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Sincerely,
MCDONALD CARANO LLP
Exhibit 10.2
THIRD AMENDMENT TO LEASE WITH OPTION TO PURCHASE AGREEMENT
This is the Third Amendment (the “Third Amendment”) dated June 9, 2025, to the PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) entered into by and between DECOMMISSIONING SERVICES LLC, a Nevada limited liability company (“Seller”), and COMSTOCK EXPLORATION AND DEVELOPMENT LLC, a Nevada limited liability company, and/or its affiliates or assignees (“Buyer”), as previously amended on the First Amendment on November 7, 2022, and the Second Amendment April 2, 2024. Buyer and Seller each may be hereinafter referred to as a “Party” and together as the “Parties.”
RECITALS:
A. The Agreement provides for the purchase and sale of that certain parcel of land located at 200 Industrial Parkway, Moundhouse, Nevada, commonly known as Assessor Parcel Number (“APN”) 016-111-06, and more specifically described on Exhibit A annexed to the Agreement and incorporated by reference, herein referenced as (“Property 1”) and that certain unimproved real property located at 350 Industrial Parkway, Moundhouse, Nevada, commonly known as APN 016-111-07, and more specifically described on Exhibit A annexed to the Agreement and incorporated by reference, herein referenced as (“Property 2”), and together with Property 1 and approximately 10 acre feet of appurtenant water rights more specifically described on Exhibit B annexed to the Agreement and incorporated by reference (“Water Rights”) and improvements related to each of such properties, and any stockpiles of sand, gravel, asphalt or other materials quarried but not sold thereon (collectively, the “Property”).
B. Pursuant to the Agreement, Seller agreed to sell the Property and Buyer agreed to purchase the Property, in exchange for the purchase price of $2,100,000 (the “Purchase Price”). Pursuant to the Second Amendment, the Purchase Price was increased to $2,200,000.
C. Clause 1 of the Agreement states: “Within ten (10) business days of execution and delivery of this Agreement to Escrow by Seller, Buyer shall deliver $50,000 in cash (the “Deposit”) and 1,500,000 common shares of COMSTOCK MINING INC., a Nevada corporation (the “Shares”) with such cash and the cash proceeds of the Shares to be applied toward the Purchase Price.” Clause 4 of the Second Amendment states: “No later than April 12, 2024, Buyer shall deliver an additional 1,500,000 Shares to Seller, for a total of 3,000,000 Shares then owned and held in the name of Seller.”
D. The Parties wish to extend the latest date of the closing to December 31, 2025, in consideration of Buyer’s agreement to increase the Shares to be applied towards the Purchase Price by 200,000.
AGREEMENTS:
In consideration of these recitals and the mutual covenants, representations, warranties and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. The Third Amendment is meant to be an addition to the Agreement and to the First and Second Amendments to the Agreement, and any provisions in those agreements shall still be active except as specifically modified by this Third Amendment.
2. Paragraph 2(b) of the Agreement is hereby modified to provide that Closing shall occur no later than December 31, 2025.
3. Buyer caused 1,500,000 Shares to be delivered to a brokerage account in the name of Seller pursuant to Clause 1 of the Agreement, and an additional 1,500,000 Shares pursuant to Clause 4 of the Second Amendment, cited above in Recitals (C). The Shares in the brokerage account were reduced to 300,000 due to a reverse split effective February 25, 2025. No later than June 15, 2025, Buyer shall deliver an additional 200,000 Shares to a brokerage account in the name of the Seller, for a total of 500,000 Shares, less any sales to date, owned and held in the name of Seller. The cash proceeds of the Shares received by Seller upon sale of the Shares shall be applied toward the Purchase Price, in accordance with Section 3 of the Agreement.
4. Paragraph 5 of the Second Amendment is hereby modified as follows: Buyer will pay $75,000 per month to Seller on the first day of each month after the date of this Third Amendment, with $60,000 of each such payment applied to the Purchase Price, except that no such cash payment will be due after any month in which the sale of Shares results in proceeds greater than $60,000. These monthly payments shall continue, including the $15,000 that is not applicable to the purchase price, until the sum of such applied cash amounts plus previous applied cash payments plus the net proceeds from the sale of Shares equals $2,200,000. It is the responsibility of Seller to effect the sale of Shares and to obtain the proceeds therefrom, except that if for any reason beyond the control of Seller, it is not possible to sell all of the Shares prior to or within two months following the Closing, the ownership of the Shares shall revert to Buyer and the Buyer shall increase the cash payments accordingly.
5. In Paragraph 9 of the Agreement (Failure to Close) the Default Date is modified to December 31, 2025, and the amounts of $200,000 shall be changed to “$400,000, plus any amounts paid under this Third Amendment including the amounts which are applied to the Purchase Price.” In the event the monthly payments outlined in paragraph (4) above are not paid when due, then Seller may give a 30 day notice in writing, and after that 30 days have elapsed, unless cured, the Agreement and its Amendments shall immediately terminate with the same effect as Failure to Close.
6. Upon signing this Third Amendment, Seller asserts and confirms that all Seller’s Representations and Warrantees as presented in Paragraph 14 of the Agreement are true and correct, and that no conditions or factors exist which may change them, so far as it knows. Buyer acknowledges that upon signing of this Third Amendment it acknowledges that all Buyers Conditions of Closing (Paragraph 7 of the Agreement) have been met, or that it will waive such conditions upon closure of the sale. Furthermore, Buyer acknowledges that it knows of no existing issues which would conflict with Seller’s Representations and Warrantees, and that if such issues develop after the date of signing of this Third Amendment, it will work with Seller to resolve them. If such new issues are not resolved by December 31, 2025, then Buyer shall not use this as a reason for delaying the Closing.
7. This Third Amendment may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument. Counterpart signature pages may be delivered by fax or e-mail.
8. Except as amended herein, the Agreement is hereby ratified and shall remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Third Amendment to be executed by their respective officers thereunto duly authorized, as of the date hereof.
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BUYER: |
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| COMSTOCK EXPLORATION AND DEVELOPMENT LLC | |||
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By: |
/s/ Corrado De Gasperis |
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Corrado De Gasperis, as CEO, and on behalf of, Comstock Inc., its Managing Member |
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| SELLER: | |||
| DECOMMISSIONING SERVICES LLC | |||
| By: | /s/ Daniel W. Kappes | ||
| Daniel W. Kappes, President | |||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this registration statement of our report dated March 6, 2025, relating to the consolidated financial statements of Comstock Inc. (the “Company”) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ Assure CPA LLC
Spokane, Washington
June 18, 2025