UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2020
COMSTOCK MINING INC.
(Exact Name of Registrant as Specified in its Charter)
 
     
Nevada
(State or Other
Jurisdiction of Incorporation)
001-35200
(Commission File Number)
65-0955118
(I.R.S. Employer
Identification Number)
117 American Flat Road, Virginia City, Nevada 89440
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   
◻
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
◻
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
◻
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
◻
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.000666 per share
LODE
NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐

Item 5.02                          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2020, the Board of Directors (the “Board”) of Comstock Mining Inc. (the “Company”) ratified the following equity-based awards that were awarded by the Compensation Committee of the Board under the Comstock Mining Inc. 2011 Equity Incentive Plan (the “Plan”): (a) 315,000 shares of Common Stock were granted to the non-executive directors of the Board; and (b) 138,800 options to purchase shares of Common Stock (inclusive of 50,000 options granted to the Company’s Executive Chairman and CEO, Corrado DeGasperis) were granted to employees of the Company, with an exercise price equal to the closing sales price on the date of option grant and expiring on the second anniversary date of the date of option grant (collectively, the “Equity-Based Awards”).  The Equity-Based Awards all immediately vested in full on the grant date.
Additionally, the Compensation Committee approved special, performance-based cash awards to Corrado De Gasperis, the Company’s Executive Chairman and Chief Executive Officer: $25,000 for securing external capital to fund the Company’s mercury remediation joint venture and $100,000 upon the successful closing on the sale of the $10.1 million sale of non-mining assets in Silver Springs, Nevada (together, the “Cash Awards”).
The foregoing description of the Equity-Based Awards and the Plan is qualified in its entirety by reference to the Form of Notice of Stock Grant and Form of Notice of Option Grant attached to this Current Report on Form 8-K and filed herewith as Exhibits 10.2 and 10.3, respectively, and the Plan filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on June 29, 2011, which Exhibit is incorporated herein by reference.
   
Item 9.01
  Financial Statements and Exhibits.
(d) Exhibits.

     
10.2
 
Form of Notice of Stock Grant under the Comstock Mining Inc. 2011 Equity Incentive Plan, as filed herewith.
     
10.3
 
Form of Notice of Option Grant under the Comstock Mining Inc. 2011 Equity Incentive Plan, as filed herewith.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
 
COMSTOCK MINING INC.
Date: June 1, 2020
By:
/s/ Corrado De Gasperis
 
 
Name: Corrado De Gasperis
Title: Executive Chairman and Chief Executive Officer



Exhibit 10.3
NOTICE OF OPTION GRANT
under the
COMSTOCK MINING INC. 2011 EQUITY INCENTIVE PLAN
No. of shares subject to option: _[number of Stock Options]
This GRANT, made as of [date], by Comstock Mining Inc., a Nevada corporation (the “Company”), to [First Name Last Name] (“Participant”), is made pursuant and subject to the provisions of the Company’s 2011 Equity Incentive Plan (the “Plan”), a copy of which has been given to Participant. All terms used herein that are defined in the Plan have the same meanings given them in the Plan.
1. Grant of Option. Pursuant to the Plan, the Company, on [date] (“Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from the Company all or any part of the aggregate of [number of Stock Options] shares of Common Stock at the option price of $[grant date closing sales price] per share (the “Option Price”), being not less than the Fair Market Value per share of the Common Stock on the date the option was granted. Such option will be exercisable as hereinafter provided. This option is [not] intended to be treated as an incentive stock option under Code section 422.
2. Expiration Date. The Expiration Date of this option is the date that is two (2) years from the date of the grant of this option. This option may not be exercised on or after the tenth anniversary of its grant.
3. Vesting of Option. This option shall become immediately vested on the Grant Date.
4. Exercisability of Option. This option shall be exercisable from the Grant Date until the Expiration Date.
5. Method of Exercising and Payment for Shares. This option shall be exercised through a licensed brokerage firm at Participant’s expense, in conjunction with established procedures designated from time to time and coordinated by the Company. From time to time the procedures for exercising this option may be subject to modification by the aforesaid departments, but in no case shall the number of shares subject to the option or its terms for vesting be changed by the procedures for exercise or by the modification thereof. Procedures for the exercise of this option will be provided to Participant by the Company.

6. Non-transferability. This option is nontransferable except by will or the laws of descent and distribution. During Participant’s lifetime, this option may be exercised only by Participant.


7. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle Participant to a fractional share such fraction shall be disregarded.
8. No Right to Continued Employment. This option does not confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his employment at any time.
 
9. Change in Capital Structure. The terms of this option shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
10. Governing Law. This Grant shall be governed by the laws of the State of Nevada and applicable Federal law. All disputes arising under this Grant shall be adjudicated solely within the state or Federal courts located within the State of Nevada.
11. Conflicts. (a) In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Grant, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
(b) In the event of any conflict between the provisions of this Award and the provisions of any separate Agreement between the Company and the Participant, including, but not limited to, any Severance Compensation Agreement entered between the Participant and the Company, the provisions of this Grant shall govern.
12. Binding Effect. Subject to the limitations set forth herein and in the Plan, this Grant shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
13. Taxes. Tax withholding requirements attributable to the exercise of this option, including employment taxes, Federal income taxes, and state and local income taxes with respect to the state and locality where, according to the Company’s system of records, the Participant resides at the time the option is exercised, except as otherwise might be determined to be required by the Company, will be satisfied by the Participant as instructed in the established procedures for exercising this option. It is the Participant’s responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of exercising this option.
IN WITNESS WHEREOF, the Company has caused this Grant to be signed by a duly authorized officer.
     
COMSTOCK MINING INC.
   
By:
 
 _________________________________________
 
   
Corrado DeGasperis, Executive Chairman and CEO
 
 


Exhibit 10.2
NOTICE OF STOCK GRANT
under the
COMSTOCK MINING INC. 2011 EQUITY INCENTIVE PLAN
No. of shares subject to option: _[number of Shares of Stock Awarded]
This GRANT, made as of [date], by Comstock Mining Inc., a Nevada corporation (the “Company”), to [First Name Last Name] (“Participant”), is made pursuant and subject to the provisions of the Company’s 2011 Equity Incentive Plan (the “Plan”), a copy of which has been given to Participant. All terms used herein that are defined in the Plan have the same meanings given them in the Plan.
1. Grant of Stock Award. Pursuant to the Plan, the Company, on [date] (“Grant Date”), granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, [number of Shares of Stock Awarded] shares of Common Stock.
2.  Vesting of Stock Award. The shares of Common Stock granted hereby shall become immediately vested on the Grant Date.
4. Governing Law. This Grant shall be governed by the laws of the State of Nevada and applicable Federal law. All disputes arising under this Grant shall be adjudicated solely within the state or Federal courts located within the State of Nevada.
5. Conflicts. (a) In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Grant, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
(b) In the event of any conflict between the provisions of this Award and the provisions of any separate Agreement between the Company and the Participant, including, but not limited to, any Severance Compensation Agreement entered between the Participant and the Company, the provisions of this Grant shall govern.
6. Binding Effect. Subject to the limitations set forth herein and in the Plan, this Grant shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
7. Taxes. Tax withholding requirements attributable to the exercise of this option, including employment taxes, Federal income taxes, and state and local income taxes with respect to the state and locality where, according to the Company’s system of records, the Participant resides at the time the option is exercised, except as otherwise might be determined to be required by the Company, will be satisfied by the Participant as instructed in the established procedures for exercising this option. It is the Participant’s responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of exercising this option.



IN WITNESS WHEREOF, the Company has caused this Grant to be signed by a duly authorized officer.
 
     
COMSTOCK MINING INC.
   
By:
 
 
 
   
Corrado DeGasperis, Executive Chairman and CEO