Comstock Inc. Announces Proposed Public Offering of Common Stock
Rhea-AI Summary
Comstock (NYSE: LODE) has commenced an underwritten public offering of common stock and expects to grant underwriters a 30-day option to buy up to 15% additional shares to cover over-allotments. The company intends to use net proceeds to fund Comstock Metals' second industry-scale facility, develop a refining process and solution, accelerate site selections and Metals market growth, with any remainder for general corporate purposes. The offering is made from an effective Form S-3 shelf registration (No. 333-291705) and is subject to market conditions; Titan Partners is sole bookrunner. Final terms will be in the prospectus supplements available on the SEC website.
Positive
- Proceeds earmarked for second industry-scale facility expansion
- Funding allocated to refining process development and Metals market growth
Negative
- Potential shareholder dilution from new common stock issuance and 15% overallotment option
- Offering completion uncertain due to market conditions and unspecified deal size
Market Reaction
Following this news, LODE has declined 11.61%, reflecting a significant negative market reaction. Argus tracked a trough of -13.5% from its starting point during tracking. Our momentum scanner has triggered 9 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $3.12. This price movement has removed approximately $24M from the company's valuation.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.
Key Figures
Market Reality Check
Peers on Argus
LODE was down 3.49% while peers showed mixed moves: PLG up 4.24%, VOXR up 2.20%, PLL down 9.60%, LGO down 0.75%, USGO down 5.08%, pointing to a stock-specific reaction rather than a unified sector move.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Aug 12 | Equity offering priced | Negative | -17.9% | Upsized $30M common stock offering priced at $2.25 per share. |
| Aug 12 | Proposed equity raise | Negative | -17.9% | Announcement of proposed underwritten offering and 15% over-allotment option. |
Equity offering headlines have historically coincided with sharply negative price reactions for LODE.
Recent news before this proposed offering focused on operational build‑out and monetization. In January 2026, Comstock reported final cash from the Mackay royalty sale and multiple milestones for its solar panel recycling network and Nevada facility, with 24‑hour moves ranging from +1.07% to +5.45%. By contrast, past offering announcements in August 2025 saw reactions of about -17.88%, underscoring a pattern of adverse responses to dilution-related financing events.
Historical Comparison
Prior Comstock offering headlines in August 2025 led to about -17.88% moves, indicating that equity raises have historically been met with clearly negative price reactions.
Comstock has repeatedly used underwritten equity offerings and related options to fund build-out of its industry-scale metals and solar recycling facilities.
Regulatory & Risk Context
Comstock has an effective Form S-3 shelf filed on 2025-11-21, allowing up to $200,000,000 of securities, including up to $100,000,000 in common stock via an at-the-market program. The current underwritten offering is being conducted off this shelf, which has a stated expiration of 2028-11-21 and has seen at least one prior usage via a 424B5 dated 2025-12-10.
Market Pulse Summary
The stock is dropping -11.6% following this news. A negative reaction despite the growth-oriented use of proceeds fits the pattern seen in August 2025, when offering headlines coincided with roughly -17.88% moves. The market has previously treated new stock issuance and related over-allotment options as dilutive, especially under a $200,000,000 shelf that includes substantial common stock capacity.
Key Terms
underwritten public offering financial
over-allotments financial
shelf registration statement regulatory
form s-3 regulatory
base prospectus regulatory
preliminary prospectus supplement regulatory
final prospectus supplement regulatory
registration statement regulatory
AI-generated analysis. Not financial advice.
VIRGINIA CITY, Nev., Jan. 28, 2026 (GLOBE NEWSWIRE) -- Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”), today announced that it has commenced an underwritten public offering for the sale of its common stock. In connection with the offering, Comstock expects to grant the underwriter a 30-day option to purchase additional common stock in an amount up to
Titan Partners, a division of American Capital Partners, is acting as the sole bookrunner for the offering.
This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-291705) (including a base prospectus) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2025, and declared effective on December 10, 2025. The offering is being made only by means of a preliminary prospectus supplement and a final prospectus supplement and the accompanying base prospectus that form a part of the registration statement. Before investing, prospective investors should read the preliminary prospectus supplement, the accompanying base prospectus and the documents incorporated by reference therein for more complete information about the Company and the offering. These documents, including the preliminary prospectus supplement relating to the offering, are available for free on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement, when available, and the accompanying base prospectus relating to the offering may be accessed for free on the SEC’s website at www.sec.gov or obtained by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Comstock Inc.
Comstock Inc. (NYSE: LODE) innovates and commercializes technologies, systems and supply chains that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting under-utilized natural resources into reusable metals, like silver, aluminum, gold, and other critical minerals, primarily from end-of-life photovoltaics. 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:
Judd B. Merrill, Chief Financial Officer
Tel (775) 413-6222
For media inquiries:
Zach Spencer, Director of External Relations
Tel (775) 847-7573
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,” “forecast,” “seek,” “target,” “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: expectations regarding the completion of the proposed securities offering, 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 our filings with the SEC and the following: sales of, and demand for, our products, services, and/or properties; industry market conditions, including the volatility and uncertainty of commodity prices; the speculative nature, costs, regulatory requirements, and hazards of natural waste resource identification, exploration, development, availability, recycling, extraction, processing, and refining activities, including operational or technical difficulties, and risks of diminishing quantities or insufficiency of grates of qualified resources; changes in our planning, exploration, research and development, production, and operating activities; research and development, exploration, production, operating, and other variable and fixed costs; throughput rates, margins, earnings, debt levels, contingencies, taxes, capital expenditures, net cash flows, and growth; restructuring activities, including the nature and timing of restructuring charges and the impact thereof; employment and contributions of personnel, including our reliance on key management personnel; the costs and risks associated with developing new technologies; our ability to commercialize existing and new technologies; the impact of new, emerging, and competing technologies on our business; the possibility of one or more of the markets in which we compete being impacted by political, legal, and regulatory changes, or other external factors over which we have little or no control; the effects of mergers, consolidations, and unexpected announcements or developments from others; the impact of laws and regulations, including permitting and remediation requirements and costs; changes in or elimination of laws, regulations, tariffs, trade, or other controls or enforcement practices, including the potential that we may not be able to comply with applicable regulations; changes in generally accepted accounting principles; adverse effects of climate changes, natural disasters, and health epidemics, such as the COVID-19 outbreak; global economic and market uncertainties, changes in monetary or fiscal policies or regulations, the impact of terrorism and geopolitical events, volatility in commodity and/or other market prices, and interruptions in delivery of critical supplies, equipment and/or raw materials; assertion of claims, lawsuits, and proceedings against us; potential inability to satisfy debt and lease obligations, including because of limitations and restrictions contained in the instruments and agreements governing our indebtedness; our ability to raise additional capital and secure additional financing; interruptions in our production capabilities due to equipment failures or capital constraints; potential dilution from stock issuances, recapitalization, and balance sheet restructuring activities; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to maintain the listing of our securities on any securities exchange or market; and our ability to implement additional financial and management controls, reporting systems and procedures and comply with Section 404 of the Sarbanes-Oxley Act, as amended. 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.
FAQ
What did Comstock (LODE) announce on January 28, 2026 about a stock offering?
How will Comstock (LODE) use the proceeds from the January 28, 2026 offering?
Who is the bookrunner for Comstock's (LODE) January 28, 2026 offering and where is the prospectus?
Does Comstock (LODE) plan an overallotment option in the January 28, 2026 offering?
Is the completion of Comstock's (LODE) January 28, 2026 offering guaranteed?
How can investors obtain Comstock (LODE) offering documents announced January 28, 2026?
