Comstock SEC Filings

Comstock Inc. (LODE) reported a six-month net loss of $16,920,874 and ended June 30, 2025 with $18,587,742 in cash and cash equivalents, up from $954,271 at December 31, 2024. The company separated its renewable fuels segment into Bioleum (May 22, 2025) and Bioleum received a $20.0 million third-party Series A convertible preferred investment; Comstock holds a variable interest and consolidates Bioleum as a VIE. The company recorded payment-in-kind assets related to a Marathon SAFE valued at $12.0–$12.1 million and included related liability under the fair value option. During the period Comstock recognized various non-cash stock-based settlements, derivative gains and losses, and recorded acquisition-related intangible assets and earn-out obligations tied to Flux Photon and FPC amendments. Management expects to fund operations over the next 12 months from solar panel recycling revenues, equity issuances under an existing shelf, debt issuances, asset sales, and existing cash.

Comstock Inc. (LODE) is offering 13,333,334 shares of common stock at $2.25 per share to raise $30.0 million in gross proceeds, with expected net proceeds of approximately $27.9 million after a 7% underwriting discount. The underwriter has a 30-day option to purchase an additional 2,000,000 shares and will receive warrants to buy up to 933,334 shares at $2.58 (1,073,333 shares if the over-allotment is exercised).

The company plans to use proceeds for a $1,412,500 capital contribution to Northern Comstock, a $2.5 million cash payoff to Kips Bay and remaining amounts for general corporate purposes, debt repayment and commercialization of its first industry-scale solar panel recycling facility. Recent preliminary results show approximately $18.6 million in cash at June 30, 2025, revenues of $0.3 million and $1.1 million for the three- and six-month periods, and recurring net losses of $7.8 million and $16.9 million, respectively. The company completed the separation of Bioleum and reports Bioleum closed an initial $20 million Series A preferred equity closing.

Comstock Inc. submitted a post-effective amendment to its Form S-3 to add Exhibit 23.3, the Consent of Behre Dolbear & Company (USA) Inc. The filing is administrative in nature, includes the companys principal office address and officers signatures, and indicates securities may be offered on a delayed or continuous basis under Rule 415. The registrant is designated as a non-accelerated filer and a smaller reporting company.

Comstock Inc. submitted a post-effective amendment to its Form S-3 to file an additional exhibit: Exhibit 23.3, the consent of Behre Dolbear & Company (USA) Inc. The amendment consists only of the facing page, an explanatory note, Item 16 (Exhibits), the signature page and the new Exhibit 23.3; the prospectus and the remainder of Part II are unchanged and have been omitted. The registrant certifies it meets the requirements for Form S-3 and the amendment is executed by authorized officers and directors.

Comstock Inc. filed a Post-Effective Amendment to its Form S-3 solely to add a new exhibit: Exhibit 23.3, the consent of Behre Dolbear & Company (USA) Inc. The amendment consists only of the facing page, an explanatory note, Item 16 of Part II, the signature page and the new exhibit; the prospectus and the remainder of Part II are unchanged and omitted.

Registrant status: the company is identified as a non-accelerated filer and a smaller reporting company. Corrado De Gasperis is listed as Executive Chairman & Chief Executive Officer and executed the filing.

Comstock Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 solely to add Exhibit 23.3, the consent of Behre Dolbear & Company (USA) Inc. The amendment includes the facing page, an explanatory note, Item 16 exhibit listing, the signature page and the new exhibit; the prospectus and the remainder of Part II are unchanged and have been omitted. The filing also includes a power of attorney authorizing Corrado De Gasperis to execute and file amendments and related documents on behalf of the company.

Comstock Inc. (LODE) filed Post-Effective Amendment No. 1 to its Form S-3 on August 12, 2025 to add Exhibit 23.3, the consent of Behre Dolbear & Company (USA) Inc. The amendment states it consists only of the facing page, this explanatory note, Item 16, the signature page and the new exhibit; the prospectus and remainder of Part II are unchanged and omitted. The filing is signed by Corrado De Gasperis and other officers and directors.

Comstock Inc. is offering shares of Common Stock and, in lieu of shares for certain investors, pre-funded warrants; its Common Stock trades on NYSE American under the symbol LODE with a last reported sale price of $3.05 per share. The company reports preliminary unaudited results showing approximately $18.6 million of cash and cash equivalents at June 30, 2025, revenues of $0.3 million and $1.1 million for the three- and six-month periods ended June 30, 2025, and recurring net losses of $7.8 million and $16.9 million, respectively.

Strategically, Comstock has separated its renewable fuels business into Bioleum Corporation (which completed an initial $20 million Series A close and received a $14 million equity commitment including $1.0 million cash and $13.0 million in payment-in-kind assets from Marathon) and is advancing its Metals segment from a demonstration-scale solar panel recycling facility (generated $0.4 million in 2024) toward planned industry-scale facilities up to 100,000 tons/year and an ultimate plan for up to seven U.S. facilities. The prospectus also discloses recent capital transactions including a Debt Exchange issuing 2,900,000 shares to certain creditors and a Payoff Agreement with Kips Bay involving a $2.5 million cash payment plus 447,724 shares.

Comstock Inc. filed a Post-Effective Amendment to its Form S-3 solely to add Exhibit 23.3, the consent of Behre Dolbear & Company (USA) Inc. The amendment states the prospectus and the remainder of Part II are unchanged and have been omitted here. The document includes signatures from the CEO and principal officers and indicates the company is a non-accelerated filer and a smaller reporting company. The filing notes securities may be offered from time to time after effectiveness.