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0001120970
0001120970
2025-03-20
2025-03-20
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): March 20, 2025
COMSTOCK INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-35200
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65-0955118
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.000666 per
share
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LODE
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NYSE American
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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 1.01 Entry into a Material Definitive Agreement.
Background
On April 16, 2021, prior to the purchase of all outstanding equity interests of Comstock IP Holdings LLC (f/k/a Plain Sight Innovations LLC) (“Comstock IP”) by Comstock Inc. (the “Company”), Comstock IP entered into the following agreements with American Science and Technology Corporation (“AST”): (i) the First License Agreement, (ii) the Second License Agreement, (iii) the Third License Agreement (collectively, the three license agreements are referred to herein as the “License Agreements”), and (iv) an Asset Purchase Agreement between Comstock IP and AST (the “Asset Purchase Agreement”).
Pursuant to the License Agreements, Comstock IP licensed certain IP from AST, in part, for a royalty fee equal to 1.0% of the gross revenue from the License Agreements (the “License Consideration”).
Pursuant to the Asset Purchase Agreement, Comstock IP was to purchase substantially all of AST’s assets in exchange for a purchase price of $3,920,000 in cash, payable in $35,000 monthly installments from May 1, 2022 to April 30, 2023, and two payments of $1,750,000, one each on April 30, 2023 and April 30, 2024, respectively (the “Purchase Consideration”).
On April 2, 2024, after the purchase of all outstanding equity interests of Comstock IP by the Company, the parties amended the License Agreements and the Asset Purchase Agreement (the “First License Agreement Amendments”) to amend the Purchase Consideration and License Consideration such that payment obligations would be paid in the Company’s common stock.
The Purchase Consideration was replaced with the following: (i) 4,975,000 shares of the Company’s common stock, and (ii) cash in an amount equal to $3,500,000 minus the net cash proceeds AST received from the sale of Company shares, plus accrued interest on $3,500,000 at a rate of 12% per annum, with interest starting on May 1, 2024 and calculated pursuant to the terms of the License Agreement Amendments (the “True Up Payment).
Second License Agreement Amendments
On March 20, 2025, the parties amended the First License Agreement Amendments (the “Second License Agreement Amendments”) to supplement the Purchase Consideration and License Consideration such that additional consideration was delivered in the form of the Company’s common stock.
The Purchase Consideration was amended to provide the following: (i) within 5 business days of the effective date of the Second License Agreement Amendments, the Company is to issue 985,000 shares of the Company’s common stock to AST, (ii) on or before November 15, 2025, Comstock IP is to pay AST an amount equal to $2,935,386 minus the net cash proceeds AST receives from the sale of Company shares, plus transactional expenses and capital gains incurred by AST, plus accrued interest on the remaining principal at a rate of 12% per annum, and (iii) the monthly payments payable by the Company to AST under the Asset Purchase Agreement shall be stopped. On November 15, 2025, if the value of the unsold Company shares plus the net cash proceeds received by AST with respect to the sale of Company shares exceeds the remaining closing costs then AST must return all of such excess LODE shares and/or cash to the Company.
The foregoing description of the Second License Agreement Amendments is qualified in its entirety by reference to the full text of the Second License Agreement Amendments, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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10.1
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| 99.1 |
Press Release |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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COMSTOCK INC.
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Date: March 25, 2025
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By:
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/s/ Corrado De Gasperis |
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Corrado De Gasperis
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Executive Chairman and Chief Executive Officer
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Exhibit 10.1
SECOND AMENDMENT TO LICENSE AGREEMENTS
This is the Second Amendment (the “Second Amendment”), dated March 20, 2025, to: (i) the FIRST LICENSE AGREEMENT (the “First Agreement”), dated April 16, 2021, by and between AMERICAN SCIENCE AND TECHNOLOGY CORPORATION, an Illinois corporation (“Seller”) and PLAIN SIGHT INNOVATIONS LLC, a Delaware limited liability corporation (“Buyer”); (ii) the SECOND LICENSE AGREEMENT, dated April 16, 2021, by and between Seller and Buyer (the “Second Agreement”); (iii) the THIRD LICENSE AGREEMENT, dated April 16, 2021, by and between Seller and Buyer (the “Third Agreement”), and together with the First Agreement and the Second Agreement (the “License Agreements”); (iv) the ASSET PURCHASE AGREEMENT, dated April 16, 2021, by and between Seller and Buyer (the “Asset Purchase Agreement”); and (v) the FIRST AMENDMENT (the “First Amendment”), dated April 2, 2024, between the Buyer and Seller relating to the License Agreements and the Purchase Agreement. Buyer and Seller each may be hereinafter referred to as a “Party” and together as the “Parties.” Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the License Agreements.
RECITALS:
A. The License Agreements provide for fully-paid, non-exclusive rights and licenses to use and practice the Licensed Intellectual Property at the Seller Facility and the First Licensed Facility, the Second Licensed Facility and the Third Licensed Facility to produce, manufacture, use, sell, offer to sell, or distribute Licensed Products, including, without limitation, Combination Products.
B. Pursuant to the License Agreement, Buyer agreed to pay Seller license fees of $500,000 payable on April 16, 2021, September 30, 2021, and December 30, 2021, and a royalty fee equal to 1.0% of the gross revenue of each of the three licensed facilities (the “License Consideration”).
C. Under the Asset Purchase Agreement, Buyer agreed to acquire substantially all of Seller’s assets in exchange for $3,920,000, payable as follows: $35,000 per month from May 1, 2022, to April 30, 2023, $1,750,000 on April 30, 2023, and $1,750,000 on April 30, 2024, with an understanding that if lump sums not paid in 2023 and 2024, Buyer would have an option to pay $35,000 per month through April 30, 2025 and pay remainder due with 12% annual interest accruing from April 30, 2024 (the “Purchase Consideration”).
D. Comstock has purchased all assets and interests of Buyer including the assets of Seller and therefore can sign this Second Amendment on behalf of Buyer.
E. As per the First Amendment, Comstock has issued 4,975,000 of its common shares (“First LODE Tranche”) to Seller and Seller is in process of selling the First LODE Tranche and is subtracting the net proceeds from the required payment to close the purchase and sale contemplated by the Asset Purchase Agreement (the “Remaining Principal”) as per item 4 of the First Amendment.
F. As of March 21, 2025, Seller has collected $920,957 from selling some of the First LODE Tranche, and Seller continues to own 229,168 of the First LODE Tranche to sell.
G. As per Section 4 of the First Amendment, Comstock was required to pay off the Remaining Principal on the True Up Date, plus accrued interest (that as of March 21, 2025 is estimated at approximately $356,000) to close the purchase and sale contemplated by the Asset Purchase Agreement.
H. The Parties wish to modify the form of payment and conditions for the payment of the License Consideration, as described herein.
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. Notwithstanding anything to the contrary in the License Agreements and the Asset Purchase Agreement, the Purchase Consideration shall hereafter be replaced with the following consideration to paid by Buyer in the manner described below.
2. Within five (5) business days from the date hereof, Buyer shall cause Comstock Inc., a Nevada corporation, to issue unregistered, restricted common shares of Buyer with a value of $2,500,000 based upon the closing price of such common shares on its primary trading market on the date before issuance (the “Second LODE Tranche,” and together with the remaining First LODE Tranche, the “LODE Shares”), on a non- refundable basis.
3. Pursuant to Rule 144, Seller shall be permitted to sell LODE Shares commencing on the date that is six months after the date that the LODE Shares are delivered to Seller, subject to the conditions set forth in Rule 144.
4. On or before November 15, 2025 (the “True Up Date”), Buyer shall pay cash to Seller (the “Remaining Closing Costs”) in an amount equal to (i) $2,935,386 minus the net cash proceeds received by Seller with respect to the sale of the LODE Shares (it being understood that the net cash proceeds are equal to the aggregate sales price of the LODE Shares sold minus all sales costs, commissions, and any short term capital gain taxes incurred by Seller in connection with such sales), (ii) plus accrued interests on Remaining Principal at a rate of 12% per annum calculated on the basis of the actual number of days elapsed from the date hereof until True Up Date.
5. The monthly payments payable by Buyer to Seller under the Asset Purchase Agreement shall be stopped.
6. On True Up Date, if the value of the LODE Shares not sold by Seller plus the net cash proceeds received by Seller with respect to the sale of LODE Shares, exceeds the Remaining Closing Costs, then Seller must return all of such excess LODE Shares and/or cash to Buyer.
7. Seller shall notify Buyer weekly of the net cash proceeds received by Seller from the sale of LODE Shares.
8. As soon as practicable after the date hereof, Buyer hereby covenants and agrees to file a resale registration statement with respect to the Securities Exchange Commission and cause such resale registration statement to be declared effective. If by June 1, 2025, for any reasons beyond the Seller’s control, Scarsdale Group on behalf of the Seller cannot start selling the Second LODE Tranche, then Buyer shall start making cash payments of $30,000 each month against the Remaining Principal balance until Scarsdale Group issues a Confirmation Notice to Seller that indicates completion of the first selling transaction of the Second LODE Tranche.
9. This Second 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.
10. 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 Second Amendment to be executed by their respective officers thereunto duly authorized, as of the date hereof.
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BUYER:
PLAIN SIGHT INNOVATIONS LLC
By: /s/ Corrado De Gasperis
Corrado De Gasperis, as CEO, and on behalf of, Comstock Inc, its managing member
SELLER:
AMERICAN SCIENCE AND TECHNOLOGY CORPORATION
By: /s/ Ali Manesh
Dr. Ali Manesh, Chief Executive Officer
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Exhibit 99.1
NEWS RELEASE
COMSTOCK SETTLES STRATEGIC COMMITMENTS AND STRENGTHENS BALANCE SHEET
VIRGINIA CITY, NEVADA, March 25, 2025 – Comstock Inc. (NYSE: LODE) (“Comstock,” “our” and the “Company”), today announced the timely completion of two successful settlements of prior outstanding strategic commitments. These commitments originated from prior acquisitions of foundational assets and intellectual property that have been instrumental in advancing Comstock’s renewable fuels and metals businesses. Comstock has eliminated regular cash payments and reinforced its financial position to support the Company’s long-term commercialization strategy.
“Both of these equity-based settlements were with the original founders and resulted in material, restructured savings, enhanced liquidity and increased financial flexibility.” said Corrado De Gasperis, Comstock’s Executive Chairman and CEO. “We are grateful to the founders, their innovations, partnering, flexibility, and confidence in our equity and its value.”
The settlements align with Comstock’s ongoing efforts to simplify and strengthen its balance sheet, enhance liquidity, and position its differentiated technology and businesses for rapid, scalable, and long-term growth. With the metals segment achieving full operational status and remarkable, real-time revenue growth and the fuels segment securing multiple commercial, operational and jurisdictional support agreements, and direct strategic investments, both businesses remain focused on driving continued revenue generation and expanding their globally relevant network of supply chain partners.
About Comstock Inc.
Comstock Inc. (NYSE: LODE) innovates and commercializes technologies that are deployable across entire industries to contribute to energy abundance by efficiently extracting and converting under-utilized natural resources, such as waste and other forms of woody biomass into renewable fuels, and end-of-life electronics into recovered electrification metals. Comstock’s innovations group is also developing and using artificial intelligence technologies for advanced materials development and mineral discovery for sustainable mining. To learn more, please visit www.comstock.inc.
Comstock Social Media Policy
Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its X.com, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Contacts
For investor inquiries:
RB Milestone Group LLC
Tel (203) 487-2759
ir@comstockinc.com
For media inquiries or questions:
Comstock Inc., Tracy Saville
Tel (775) 847-7573
media@comstockinc.com
Forward-Looking Statements
This press release and any related calls or discussions may include 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; 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; business opportunities, growth rates, 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 our filings with the SEC 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; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; 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 that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, joint ventures, strategic alliances, business combinations, asset 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 as silver, zinc, lithium, nickel, cobalt, 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 as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.
