[10-Q] Comstock Inc. Quarterly Earnings Report
Comstock Inc. (LODE) reported Q3 2025 results. Revenue was
Balance sheet expanded: cash rose to
Comstock Inc. (LODE) ha riportato i risultati del Q3 2025. Le entrate sono state
Il bilancio si è ampliato: la cassa è salita a
Comstock Inc. (LODE) presentó resultados del tercer trimestre de 2025. Los ingresos fueron
El balance se expandió: el efectivo aumentó a
Comstock Inc. (LODE) 2025년 3분기 실적 발표. 매출은
대차대조표가 확장되었다: 현금은 2024년 12월 31일
Comstock Inc. (LODE) a dévoilé les résultats du T3 2025. Le chiffre d'affaires s'est élevé à
Le bilan s'est élargi: la trésorerie est passée à
Comstock Inc. (LODE) meldete die Ergebnisse für das Q3 2025. Der Umsatz betrug
Die Bilanz wuchs: Bargeld stieg von
شركة كومستوك إنك. (LODE) أوردت نتائج الربع الثالث من عام 2025. كانت الإيرادات
تشعبت الميزانية: النقد ارتفع إلى
- None.
- None.
Insights
Large cash raise offsets ongoing operating losses.
Comstock posted minimal Q3 revenue of
Liquidity improved markedly: cash rose to
Key dependencies include execution on revenue ramp from disclosed businesses. Actual impact will hinge on converting recent capital and assets into operating revenue; timing is not detailed in the provided excerpt.
Comstock Inc. (LODE) ha riportato i risultati del Q3 2025. Le entrate sono state
Il bilancio si è ampliato: la cassa è salita a
Comstock Inc. (LODE) presentó resultados del tercer trimestre de 2025. Los ingresos fueron
El balance se expandió: el efectivo aumentó a
Comstock Inc. (LODE) 2025년 3분기 실적 발표. 매출은
대차대조표가 확장되었다: 현금은 2024년 12월 31일
Comstock Inc. (LODE) a dévoilé les résultats du T3 2025. Le chiffre d'affaires s'est élevé à
Le bilan s'est élargi: la trésorerie est passée à
Comstock Inc. (LODE) meldete die Ergebnisse für das Q3 2025. Der Umsatz betrug
Die Bilanz wuchs: Bargeld stieg von
شركة كومستوك إنك. (LODE) أوردت نتائج الربع الثالث من عام 2025. كانت الإيرادات
تشعبت الميزانية: النقد ارتفع إلى
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______.
COMMISSION FILE NO.:
|
COMSTOCK INC.
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| | | |
| (Address of principal executive offices) | (Zip Code) | |
| ( | ||
| (Registrant’s telephone number) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| | | |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ☒ | No | ☐ | |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the prior 12 months (or for such shorter period that the registrant was required to submit such files). | ☒ | No | ☐ | |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Emerging growth company | | ||
| | ☒ | Smaller reporting 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. | ☐ | |||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | No | ☒ | |
| The number of shares outstanding of Common Stock, $0.000666 par value per share, on October 27, 2025 was |
This page intentionally left blank.
COMSTOCK INC.
FORM 10-Q
FOR THE QUARTERLY PERIODS ENDED September 30, 2025 and 2024
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION |
|
| Item 1. Financial Statements. |
|
| CONDENSED CONSOLIDATED BALANCE SHEETS |
5 |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
7 |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY |
8 |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
10 |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
12 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
38 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
46 |
| Item 4. Controls and Procedures. |
46 |
| PART II – OTHER INFORMATION |
|
| Item 1. Legal Proceedings. |
47 |
| Item 1A. Risk Factors. |
47 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
47 |
| Item 3. Defaults Upon Senior Securities. |
47 |
| Item 4. Mine Safety Disclosures. |
47 |
| Item 5. Other Information. |
47 |
| Item 6. Exhibits. |
48 |
| Signatures |
49 |
Cautionary Notice Regarding Forward-Looking Statements
Certain statements contained in this quarterly report on Form 10-Q 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, divestitures, spin-offs or similar distribution transactions, 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 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 report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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, divestitures, spin-offs or similar distribution transactions, 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.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Derivative assets (Note 12) | ||||||||
| Assets held for sale - land and mineral rights and properties (Note 5) | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current Assets: | ||||||||
| Investments (Note 3) | ||||||||
| Mineral rights and properties (Note 5) | ||||||||
| Properties, plant and equipment, net (Note 5) | ||||||||
| Deposits | ||||||||
| Reclamation bond deposit | ||||||||
| Notes receivable and advances (Note 4) | ||||||||
| Intangible assets, net (Note 6) | ||||||||
| Finance lease - right of use asset, net (Note 8) | ||||||||
| Operating lease - right of use asset, net (Note 8) | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(UNAUDITED)
| September 30, 2025 | December 31, 2024 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other liabilities (Note 7) | ||||||||
| Deferred revenue (Note 14) | ||||||||
| Derivative liabilities (Note 12) | ||||||||
| Finance lease - right of use lease liability | ||||||||
| Debt, net | ||||||||
| Total current liabilities | ||||||||
| Long-term Liabilities: | ||||||||
| Reclamation liability | ||||||||
| Operating lease - right of use lease liability | ||||||||
| Deferred revenue (Note 7) | ||||||||
| Marathon Simple Agreement for Future Equity (“SAFE”) Note | ||||||||
| Debt, net | ||||||||
| Other liabilities (Notes 7 and 10) | ||||||||
| Total long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Notes 10 and 15) | ||||||||
| Stockholders' Equity: | ||||||||
| Preferred stock $ par value, shares authorized, shares outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity - Comstock Inc. | ||||||||
| Non-controlling interest | ||||||||
| Total stockholders' equity | ||||||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ | $ | ||||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three-Months Ended | Nine-Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Impairment of intangible assets | ||||||||||||||||
| Impairment of properties, plant and equipment | ||||||||||||||||
| Gain on sale of mineral rights | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Change in fair value of derivative instruments | ( | ) | ||||||||||||||
| Gain (loss) on conversion of debt | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of liability | ||||||||||||||||
| Change in fair value of SAFE Note | ||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to noncontrolling interest | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to Comstock Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Earnings per Share - Basic and Diluted: | ||||||||||||||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
| Additional | Treasury | Non- | ||||||||||||||||||||||||||
| Common Stock | Paid in | Accumulated | Stock | Controlling | ||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Amount | Interest | Total | ||||||||||||||||||||||
| BALANCE - January 1, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||
| Common stock issuance costs | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of common stock for stock issuance costs | ||||||||||||||||||||||||||||
| Issuance of common stock for debt issuance costs | ||||||||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | ||||||||||||||||||||||||||||
| Issuance of common stock in lieu of payment of interest | ||||||||||||||||||||||||||||
| Retirement of treasury shares ( shares) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Employee and director share-based compensation | — | |||||||||||||||||||||||||||
| Non-controlling interest vesting of shares in subsidiary | — | ( | ) | |||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| BALANCE - March 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | 1,224,456 | |||||||||||||||||||||||||||
| Issuance of common stock in lieu of payment of interest | ||||||||||||||||||||||||||||
| Issuance of common stock for marketing-related costs | ||||||||||||||||||||||||||||
| Issuance of common stock for Haywood lease amendment | ||||||||||||||||||||||||||||
| Issuance of common stock for AST lease amendment | ||||||||||||||||||||||||||||
| Employee and director share-based compensation | — | |||||||||||||||||||||||||||
| Warrant modification associated with debt amendment | — | |||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| BALANCE - June 30, 2024 | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||
| Payment to Northern Comstock LLC for mineral rights | ||||||||||||||||||||||||||||
| Issuance of common stock for debt issuance costs | ||||||||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | ||||||||||||||||||||||||||||
| Issuance of common stock in lieu of payment of interest | ||||||||||||||||||||||||||||
| Employee and director share-based compensation | — | |||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| BALANCE - September 30, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
(UNAUDITED)
| Additional | Non- | |||||||||||||||||||||||
| Common Stock | Paid in | Accumulated | Controlling | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| BALANCE - January 1, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Common stock issuance costs | — | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of common stock for debt issuance costs | ||||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | ||||||||||||||||||||||||
| Issuance of common stock in lieu of payment of interest | ||||||||||||||||||||||||
| Adjustment for fractional shares in connection with reverse split | — | — | — | — | — | |||||||||||||||||||
| Issuance of common stock for AST lease amendment | ||||||||||||||||||||||||
| Issuance of common stock for LINICO acquisition-related payable | ||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - March 31, 2025 | ( | ) | ||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | 2,629,601 | |||||||||||||||||||||||
| Issuance of common stock in lieu of payment of interest | ||||||||||||||||||||||||
| Issuance of common stock for Haywood lease amendment | ||||||||||||||||||||||||
| Issuance of common stock for FPC amendment | ||||||||||||||||||||||||
| Non-controlling interest of shares in subsidiary for CP Series A investment | — | |||||||||||||||||||||||
| Non-controlling interest of shares in subsidiary for Founders Group shares | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - June 30, 2025 | ( | ) | ||||||||||||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||||||
| Common stock issuance costs | — | ( | ) | ( | ) | |||||||||||||||||||
| Payment to Northern Comstock LLC for mineral rights | ||||||||||||||||||||||||
| Issuance of common stock for conversion of debt and accrued interest | ||||||||||||||||||||||||
| Issuance of common stock in lieu of payment of interest | ||||||||||||||||||||||||
| Issuance of common stock for GHF note amendment | ||||||||||||||||||||||||
| Issuance of common stock for Alvin note amendment | ||||||||||||||||||||||||
| Warrant modification associated with debt amendments | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine-Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment of properties, plant and equipment | ||||||||
| Impairment of intangible assets | ||||||||
| Amortization of finance leases and discount associated with finance leases | ||||||||
| Amortization of debt discount and other debt-related items | ||||||||
| Accretion of reclamation liability | ||||||||
| Gain on sale of mineral rights | ( | ) | ||||||
| Gain on extinguishment of liability | ( | ) | ||||||
| Loss on conversion of debt | ||||||||
| Loss on debt extinguishment | ||||||||
| Interest expense paid with common stock | ||||||||
| Research and development expense paid with common stock | ||||||||
| Change in fair value of derivative instruments | ( | ) | ( | ) | ||||
| Employee and director share based compensation | ||||||||
| Share of net (income) loss of equity-method investments | ||||||||
| Change in fair value of SAFE Note | ( | ) | ||||||
| Gain on write-off of SSOF deposits | ( | ) | ||||||
| Other | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Deposits | ( | ) | ||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses, other current liabilities, and deposits | ( | ) | ( | ) | ||||
| Deferred revenue - Metals recycling | ||||||||
| Deferred revenue - income grant | ||||||||
| Other long-term liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of mineral rights and properties, plant and equipment | ( | ) | ( | ) | ||||
| Investment in Sierra Springs Opportunity Fund | ( | ) | ( | ) | ||||
| Advances to Sierra Springs Opportunity Fund | ( | ) | ||||||
| Deposits paid on equipment | ( | ) | ||||||
| Proceeds received from sale of mineral rights | ||||||||
| Acquisition of intangible asset | ( | ) | ( | ) | ||||
| Funding of RenFuel note receivable | ( | ) | ( | ) | ||||
| Advances to GenMat | ( | ) | ||||||
| Investment in Hexas SAFE Note | ( | ) | ||||||
| Payments on contractual commitments associated with derivatives | ( | ) | ( | ) | ||||
| Payments of reclamation bond deposit | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from the issuance of common stock and warrants | ||||||||
| Issuances of debt | ||||||||
| Proceeds from the issuance of equity in subsidiary | ||||||||
| Principal payments of debt | ( | ) | ( | ) | ||||
| Common stock issuance costs | ( | ) | ( | ) | ||||
| Principal payments on financing leases | ( | ) | ( | ) | ||||
| Debt issuance costs | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Acquisition of plant and equipment from Marathon SAFE Note | $ | $ | ||||||
| Issuance of common shares for debt conversion and accrued interest | $ | $ | ||||||
| Issuance of common shares for promissory note settlement | $ | $ | ||||||
| Issuance of common stock for AST lease amendment | $ | $ | ||||||
| Issuance of common stock for Haywood lease amendment | $ | $ | ||||||
| Issuance of common stock for LINICO acquisition-related payable | $ | $ | ||||||
| Issuance of common stock for Northern Comstock LLC mineral rights payments | $ | $ | ||||||
| Intangible asset acquired with common stock issued for Flux amendment | $ | $ | ||||||
| Intangible asset acquired with derivative liability for Flux amendment | $ | $ | ||||||
| Intangible asset acquired with issuance of equity in subsidiary | $ | $ | ||||||
| Recognition of operating lease liability and right of use asset | $ | $ | ||||||
| Intangible asset acquired with commitment obligation | $ | $ | ||||||
| Fair value of common stock held by AST transferred to accounts receivable | $ | $ | ||||||
| Fair value of common stock held by Haywood transferred to accounts receivable | $ | $ | ||||||
| Transfer of derivative liability to accrued expenses | $ | $ | ||||||
| Issuance of common stock in lieu of payment of marketing expense | $ | $ | ||||||
| Fair value of common stock held by GenMat transferred to GenMat Advances | $ | $ | ||||||
| Issuance of common stock with debt | $ | $ | ||||||
| Investment acquired with payable | $ | $ | ||||||
| Issuance of common shares for due diligence and commitment fees | $ | $ | ||||||
The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
COMSTOCK INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS AND REFERENCES TO THE COMPANY
Unless indicated, the terms we, us, our, Comstock, or the Company mean Comstock Inc., and its subsidiaries on a consolidated basis.
ORGANIZATION AND NATURE OF OPERATIONS
Comstock innovates and commercializes technologies, systems and supply chains that extract, process and convert under-utilized waste and natural resources into clean energy products, including pioneering technologies that produce renewed and repurposed electrification metals and minerals from end-of-life solar panels.
Bioleum Corporation (“Bioleum”) commercializes technologies, systems and supply chains that, produces renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its wholly and majority owned subsidiaries. Intercompany transactions have been eliminated. The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Accordingly, operating results for the three and nine-months ended September 30, 2025 may not be indicative of full year 2025 results.
In management's opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of September 30, 2025, and our results of operations and changes in equity for the three and nine-months ended September 30, 2025 and 2024, and our cash flows for the nine-months ended September 30, 2025 and 2024.
REVERSE STOCK SPLIT
On February 24, 2025, the Company effected a one-for-
GOVERNMENT GRANT REVENUE
The Company generates grant income from government grants and determined that the grants are not within the scope of Accounting Standards Codification (“ASC”) 606 as the government entities do not meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of an asset grant under International Accounting Standards (“IAS”) 20 and elected to use the deferred income approach to recognize the deferred income over the life of the asset. The Company recognizes funding received from grants as other income, rather than as a reduction of depreciation expense. The Company recognizes other income only after the conditions of grants have been incurred and it is reasonably assured that the conditions will be met. The Company recognizes the related deferred revenue in long-term deferred revenue on the condensed consolidated balance sheet which is recognized as grant income over the life of the asset.
LIQUIDITY AND CAPITAL RESOURCES
The condensed consolidated financial statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of $
RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the 2025 financial statement presentation. Reclassifications had no effect on net income (loss), cash flows, or stockholders' equity as previously reported.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company adopted the standard on January 1, 2025 and does not expect the adoption to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
NOTE 2 INVESTMENT IN BIOLEUM CORPORATION
In May 2025, Bioleum, a newly formed consolidated subsidiary, issued
Variable Interest Entity (“VIE”) Assessment
The Company assessed our Bioleum investment under the VIE model in accordance with ASC 810, Consolidation. The Company holds a variable interest in Bioleum through our restricted convertible preferred stock equity interest and determined that Bioleum is a VIE. The Company considers qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE including our $
NOTE 3 INVESTMENTS
At September 30, 2025 and December 31, 2024, our investments include:
| September 30, 2025 | December 31, 2024 | |||||||||||||||
| Equity Method Investments: | Investment | Ownership % | Investment | Ownership % | ||||||||||||
| Investment in research and development company | $ | % | $ | % | ||||||||||||
| Total equity method investments | ||||||||||||||||
| Cost Investment: | ||||||||||||||||
| Hexas Biomass Inc. SAFE Note | ||||||||||||||||
| Measurement Alternative Investments: | ||||||||||||||||
| Green Li-ion Pte. Ltd. | % | % | ||||||||||||||
| Sierra Springs Opportunity Fund, Inc. | % | % | ||||||||||||||
| Total measurement alternative investments | ||||||||||||||||
| Total Investments | $ | $ | ||||||||||||||
Summary financial information for affiliated companies (20% to 50%-owned) accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on a one quarter lag is as follows:
| Nine-Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Revenues | $ | $ | ||||||
| Gross Profit | $ | $ | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to Comstock Inc. | $ | ( | ) | $ | ( | ) | ||
Investment in Research and Development Company
On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $
At September 30, 2025, the future remaining payments, net implied interest, totaled (see Note 7). For the three-months ended September 30, 2025 and 2024, the Company recorded $
Hexas Biomass Inc.
On January 14, 2025, the Company executed an agreement with Hexas Biomass Inc. (“Hexas”), wherein 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 Bioleum's site development and innovation activities. The Company also agreed to invest in Hexas through a series of Simple Agreement For Future Equity (“Hexas SAFE”), paid in a series of tranches in 2025. As of September 30, 2025, the Company has invested $ in the Hexas SAFE. The Company has elected to account for this investment at cost and classified the Hexas SAFE in Investments on our condensed consolidated balance sheet.
Investment in Green Li-ion Pte. LTD (“Green Li-ion”)
At September 30, 2025 and December 31, 2024, the Company owned
Investment in Sierra Springs Opportunity Fund Inc. (“SSOF”)
The Company's chief executive officer is an executive of SSOF. The Company concluded that its SSOF investment is a VIE because the Company has both operational and equity risk related to SSOF. No one individual or entity has unilateral control over significant decisions and the Company currently has insufficient equity at risk to be considered the primary beneficiary and accordingly, SSOF is not consolidated. The Company monitors additional equity issuances and other orderly SSOF transactions to assess if the equity securities issued are similar investments requiring adjustments of our investment’s carrying value to fair value.
For the nine-months ended September 30, 2025, SSOF issued additional equity of $
NOTE 4 NOTES RECEIVABLE AND ADVANCES
Notes receivable at September 30, 2025 and December 31, 2024 include:
| September 30, 2025 | December 31, 2024 | |||||||
| RenFuel K2B AB note receivable | $ | 2,450,000 | $ | 1,450,000 | ||||
| Sierra Springs advances receivable | ||||||||
| Daney Ranch note receivable | ||||||||
| Total notes receivable and advances | $ | $ | ||||||
RenFuel K2B AB (“RenFuel”)
During the nine-months ended September 30, 2025, the Company funded an additional associated with the Senior Secured Convertible Note. For the three-months ended September 30, 2025 and 2024, the Company recognized interest income of and $
Advances to Sierra Springs Opportunity Fund, Inc.
For the three and nine-months ended September 30, 2025, the Company provided SSOF advances of $
NOTE 5 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS
Properties, plant and equipment at September 30, 2025 and December 31, 2024 include the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Land | $ | $ | ||||||
| Real property leased to third parties | ||||||||
| Property, plant and equipment for mineral processing | ||||||||
| Property, plant and equipment for fuels processing | ||||||||
| Property, plant and equipment for solar panel recycling | ||||||||
| Other property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total properties, plant and equipment, net | $ | $ | ||||||
During the three-months ended September 30, 2025 and 2024, the Company recognized depreciation expense of and $
The Company entered into purchase order commitments with third party vendors for equipment to be used in our industry-scale solar panel recycling facility to recycle and process end-of-life solar panels. As of September 30, 2025, the Company paid deposits of $
Marathon Payment-In Kind Assets
On February 28, 2025, Bioleum, entered into a series of definitive agreements with Virent, Inc. (“Virent”), a wholly owned subsidiary of Marathon Petroleum Corporation (“Marathon”) (see Notes 10 and 12). Pursuant to the agreements, Bioleum received assets comprised of equipment and other materials as payment-in-kind in return for a Simple Agreement For Future Equity (“Marathon SAFE Note”) located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin. The Company accounted for the payment-in-kind as an asset purchase acquisition and recorded payment-in-kind assets plus any direct transaction costs at the estimated relative fair value of the future equity consideration granted through the Marathon SAFE Note. As of February 28, 2025, the assets were transferred and the Company recorded at fair value of $
Mineral Rights and Properties
Our mineral rights and properties at September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Comstock Mineral Estate | $ | $ | ||||||
| Other mineral properties | ||||||||
| Water rights | ||||||||
| Total mineral rights and properties | $ | $ | ||||||
The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During the nine-months ended September 30, 2025 and 2024, we did record any depletion expense, as none of the mineral properties are currently in production. Our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the condensed consolidated statements of operations.
On December 18, 2024, the Company executed a membership interest purchase agreement (the “Mackay MIPA”) with Mackay Precious Metals Inc. (“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 (“Pelen”), for an aggregate purchase price of $
Pursuant to a royalty agreement between the Company and Mackay, dated December 18, 2024 (the “Mackay Royalty Agreement”) the Company is to receive a
For the three and nine-months ended September 30, 2024, the Company recorded revenue of $
Assets Held for Sale
In 2024, the Company committed a plan to sell industrial and commercial lands located in Lyon County, Nevada. This balance of $
In March 2023, the Company acquired senior water rights (
The Company’s assets held for sale at December 31, 2024 include the following:
| Assets held for sale | Asset group | December 31, 2024 | |||
| Water rights | Mineral rights and properties | $ | |||
| Lands | Properties, plant and equipment, net | ||||
| Total assets held for sale | $ | ||||
NOTE 6 INTANGIBLE ASSETS
The Company’s intangible assets at September 30, 2025 and December 31, 2024 include the following:
| Estimated | |||||||||||
| Economic Life | |||||||||||
| Description | (in years) | September 30, 2025 | December 31, 2024 | ||||||||
| Developed technologies | $ | $ | |||||||||
| License agreements | |||||||||||
| Customer agreements | |||||||||||
| Distribution agreements | |||||||||||
| Accumulated amortization | ( | ) | ( | ) | |||||||
| Intangible assets, net | $ | $ | |||||||||
Accumulated amortization as of September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Developed technologies | $ | $ | ||||||
| License agreements | ||||||||
| Customer agreements | ||||||||
| Distribution agreements | ||||||||
| Accumulated amortization | $ | $ | ||||||
For the three-months ended September 30, 2025 and 2024, amortization expense related to intangible assets was and $
On September 7, 2021, the Company acquired certain intellectual property and related equipment (the “FPC Assets”), pursuant to a certain Asset Purchase Agreement (the “FPC Asset Purchase Agreement”) with Flux Photon Corporation (“FPC”). The Company's former chief technology officer and former director is also the owner of
In connection with entering the Bioleum Transaction Documents on May 21, 2025, the Company and FPC amended the FPC Asset Purchase Agreement (the “FPC Asset Purchase Agreement Amendment”) whereby the Company issued
After the issuance of the
Bioleum Founder Shares
Bioleum issued
Future minimum amortization expense is as follows at September 30, 2025:
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ |
Changes in the intangible assets balances for the nine-months ended September 30, 2025 and 2024, are presented below:
| As of December 31, 2024 | Additions | Impairment | Amortization | As of September 30, 2025 | ||||||||||||||||
| Intangible assets | $ | $ | $ | ( | ) | $ | — | $ | ||||||||||||
| Accumulated amortization | ( | ) | — | ( | ) | ( | ) | |||||||||||||
| Total intangible assets | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| As of December 31, 2023 | Additions | Impairment | Amortization | As of September 30, 2024 | ||||||||||||||||
| Intangible assets | $ | $ | $ | ( | ) | $ | — | $ | ||||||||||||
| Accumulated amortization | ( | ) | — | ( | ) | ( | ) | |||||||||||||
| Total intangible assets | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
In the third quarter of 2025, we determined that our ability to reprocess clean and reusable materials does not require the use of developed technology that we acquired in 2024. As a result, the Company recorded an impairment of $
NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT
Accrued expenses and other liabilities - current at September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Accrued payroll costs | $ | $ | ||||||
| Accrued incentive compensation | ||||||||
| Accrued vendor liabilities | ||||||||
| Payable to research and development company - current | ||||||||
| Payable to FPC - current | ||||||||
| LINICO acquisition-related payable | ||||||||
| Accrued interest expense | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expenses | $ | $ | ||||||
Payable to FPC
Pursuant to the FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional $
Payable to Research and Development Company
As of September 30, 2025, the short-term payable to a research and development company (“Developer”) of $
Accrued Incentive Compensation
On July 1, 2022, the Board of Directors of the Company approved a performance objective based, cash incentive compensation plan for executives of the Company, with the potential to earn a performance bonus of up to
Changes in the accrued incentive compensation balance at September 30, 2025 are presented below:
| As of December 31, 2024 | Paid in 2025 | Award Cancelled | As of September 30, 2025 | |||||||||||||
| Executive incentive accrual - 2024 | $ | $ | $ | $ | ||||||||||||
In 2024, the Company estimated the 2024 incentive compensation accrual to be $
Changes in the accrued incentive compensation balance at September 30, 2024 are presented below:
| As of December 31, 2023 | Expensed | Award Cancelled | As of September 30, 2024 | |||||||||||||
| Executive incentive accrual - 2023 | $ | $ | $ | $ | ||||||||||||
| Executive incentive accrual - 2024 | ||||||||||||||||
| Total executive incentive accrual | $ | $ | $ | $ | ||||||||||||
For the three and nine-months ended September 30, 2024, the Company expensed $
LINICO Acquisition-Related Payable
As of December 31, 2024, the total LINICO acquisition-related payable due to the former chief executive officer of LINICO (“Former LINICO CEO”) was $
On February 28, 2025, the Company entered into an amendment to make anticipated final payments consisting of $
As of June 30, 2025, all common shares of the Company were sold by the Former LINICO CEO and all obligations were settled in full. In June 2025, the Company received cash of $
Oklahoma Grant
On December 11, 2024, the Company was granted an award of $
| • | publicly announcing the relocation of the Comstock Fuels headquarters to Oklahoma, which was completed in the first quarter of 2025; |
| • | identifying an Oklahoma site for the construction of a next-generation renewable fuel refinery and secures that site; and |
| • | invests at least $ |
The OKL Award must be used for purposes of economic development and related infrastructure development. The Award requires certain ongoing conditions to be met, including without limitation, creation of
NOTE 8 LEASES
The Company has lease balances recognized on the condensed consolidated balance sheets as follows:
| Lease Assets and Liabilities | Classification | September 30, 2025 | December 31, 2024 | ||||||
| Finance lease right-of-use asset | Finance lease - right of use asset, net | $ | $ | ||||||
| Operating lease right-of-use asset | Operating lease - right of use asset, net | ||||||||
| Total right of use assets | $ | $ | |||||||
| Operating lease liability - current | Accrued expenses and other liabilities | $ | $ | ||||||
| Operating lease liability - long-term | Operating lease - right of use lease liability | ||||||||
| Finance lease liability, current portion | Finance lease - right of use lease liability | ||||||||
| Total lease liabilities | $ | $ | |||||||
| Three-Months Ended | Nine-Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Operating lease cost: | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
| Other information: | ||||||||||||||||
| Operating cash flows used in operating leases | $ | $ | $ | $ | ||||||||||||
The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases:
| September 30, 2025 | September 30, 2024 | |||||||
| Weighted-average remaining lease term - finance leases (years) | — | |||||||
| Weighted-average remaining lease term - operating leases (years) | ||||||||
| Weighted-average discount rate - finance leases | % | % | ||||||
| Weighted-average discount rate - operating leases | % | % | ||||||
Finance Lease
AST Asset Purchase Agreement
On March 20, 2025, the Company and American Science and Technology Corporation (“AST”) amended the 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 Second License Agreement Amendments requires the Company to:
| • | Cease monthly $ | |
| • | Issue | |
| • | Accrue interest payments on the remaining principal at a rate of | |
| • | Pay AST, on or before November 15, 2025, an amount equal to $ | |
| • | Return any excess shares and/or cash from AST to the Company, if on November 15, 2025, the value of the unsold shares plus the net cash proceeds received by AST from the sale of Company shares exceeds the remaining closing costs. |
On March 20, 2025, pursuant to the Second License Agreement Amendments, the Company issued
As of September 30, 2025, all common shares of the Company were sold by AST and all obligations were settled in full. In September 2025, the Company received cash of representing cash from the sale of the common shares in excess of amounts owed.
For the three-months ended September 30, 2025 and 2024, the Company recognized interest expense of and $
All of the assets purchased under the initial lease agreement are being used for research and development activities. The machinery and equipment acquired was built for a specific purpose and is being used in testing for development of the technology required to process woody biomass into intermediate materials that can be converted into pulp, paper and fuels. These assets have no alternative future use. The facility is an industrial property located in Wausau, Wisconsin with alternative uses. Since its inception, payments under this contract were allocated to the separate lease and non-lease components of the contract based on their standalone estimated fair values. During the three-months ended September 30, 2025 and 2024, the Company recognized $
Haywood Quarry Acquisition and Lease Agreement
On April 7, 2022, as amended on November 7, 2022, pursuant to a purchase agreement (the “Haywood Purchase Agreement”), the Company contracted to purchase the Haywood quarry and industrial property (the “Haywood Property”) from Decommissioning Services LLC (“Haywood”) for $
The closing of the Haywood Purchase Agreement was contingent on liquidation of the shares and receipt of the full purchase price by Haywood. The Company agreed to make up any shortfall if the proceeds from the sale of the shares plus the deposit are less than $
On April 2, 2024, the Company and Haywood amended the Haywood Purchase Agreement to extend the latest date of the closing to June 30, 2025, and to increase the purchase price by $
On June 9, 2025, the parties amended the Purchase Agreement (the “Third Amendment”) to extend the latest date of the closing to December 31, 2025, and issue an additional
For the three-months ended September 30, 2025 and 2024, the Company paid Haywood and $
Operating Leases
On August 15, 2023, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Building Lease”) with Sierra Clean Processing LLC (“SCP”) to lease real property and improvements located in Silver Springs, Nevada. For the three-months ended September 30, 2025 and 2024, the fixed operating lease expense was $
On July 1, 2024, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Real Estate and Building Lease”) with SCP to lease real property and improvements located in Silver Springs, Nevada. For the three-months ended September 30, 2025 and 2024, the fixed operating lease expense was and $
The Company's chief executive officer is an executive and director of SCP.
On January 22, 2025, the Company, as lessee, signed a Building Lease Agreement (the “Oklahoma Office Lease”) with Gaillardia Parkway LLC to lease real property and improvements located in Oklahoma City, OK. The Oklahoma Office Lease is under a three-year term which commenced on February 1, 2025, with no extension provision. Under the lease, rental expense is $
On February 27, 2025, the Company, as lessee, signed a Commercial Lease Agreement (the “Madison Commercial Lease”) with McAllen Properties Dane LLC to lease commercial property and improvements located in Madison, WI (see Note 10). The Madison Commercial Lease is under an initial seven-year term which commenced on March 1, 2025 with an optional renewal term of five years. The Company expects to exercise the optional five-year renewal term. Under the lease, rental expense starts at $
On August 14, 2025, Bioleum, as lessee, signed a Sublease Agreement (the “Tulsa Commercial Lease”) with Tulsa Airports Improvement Trust (TAIT) to lease commercial land for development located in Tulsa, OK. The Tulsa Commercial Lease is under a -year term commencing on September 1, 2025. Under the lease, rental expense starts at $
For the three-months ended September 30, 2025 and 2024, short-term operating lease expense was and $
Minimum lease payments to be paid by the Company by fiscal year for the Company's operating leases are as follows:
| Operating Leases | ||||
| For the remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Operating Lease Income
For the three-months ended September 30, 2025 and 2024, revenues from operating leases on our land and building leased to others totaled and $
Minimum lease payments for operating leases to be received from others are as follows:
| For the remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total Minimum Lease Income | $ |
NOTE 9 DEBT OBLIGATIONS
Debt at September 30, 2025 and December 31, 2024 consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| GHF Secured Promissory Note - % interest, due | $ | $ | ||||||
| Alvin Fund LLC 2022 Note - % interest, due | ||||||||
| Alvin Fund LLC 2023 Note - % interest, due | ||||||||
| AQMS Note Payable - % implied interest, due | ||||||||
| Total debt | ||||||||
| Less: debt discounts and issuance costs | ( | ) | ||||||
| Total debt, net of discounts | ||||||||
| Less: current maturities | ( | ) | ||||||
| Long-term debt, net of discounts and issuance costs | $ | $ | ||||||
GHF, Inc. Unsecured Promissory Note
During the three-months ended September 30, 2025 and 2024, the Company recognized interest expense of $
Alvin Fund 2022 Note
During the three-months ended September 30, 2025 and 2024, the Company recognized interest expense of $
Alvin Fund 2023 Note
During the three-months ended September 30, 2025 and 2024, the Company recognized interest expense of $
GHF and Alvin Fund Notes and Warrants Amendments
On August 8, 2025, the Company, Georges Trust and Alvin Fund LLC (“Alvin Fund”) entered into note amendments to modify the form and conditions of payment on the GHF Note, Alvin Fund 2022 Note and the Alvin Fund 2023 Note as follows.
| • | The Company issued 2,900,000 common stock with a fair value of $ |
| • | Of the fair value of the common stock issued, $ |
| • | Obligation to pay Georges Trust and Alvin Fund on or before the True-Up Payment date of April 15, 2026, an amount equal to the unpaid principal balance plus accrued interest minus the net cash proceeds received by Georges Trust and Alvin Fund from the sale of the Company's shares of common stock creating a derivative of $ |
| • | The return of any excess shares and/or cash to the Company by Georges Trust and Alvin Fund, if on April 15, 2026, the value of the unsold shares plus the net cash proceeds received exceeds the unpaid principal balance plus accrued interest. |
As of September 30, 2025, Georges Trust holds
On August 8, 2025, the Company and Georges Trust also extended the maturity of the GHF warrants to December 31, 2027. The incremental fair value resulting of the amendment to the GHF warrants was $
Kips Bay Select LP Unsecured 2025 Convertible Note
On January 10, 2025, the Company entered into a securities purchase agreement (“2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay with a principal amount of $
During the three and nine-months ended September 30, 2025, the Company recognized interest expense of and respectively, which includes OID amortization of and in connection with the 2025 Kips Bay Note.
During 2025, pursuant to the 2025 Kips Bay Note, the Company issued shares of the Company's common stock to Kips Bay with a fair value of at an average conversion price of
The loss on debt conversion recognized during the nine-months ended September 30, 2025 was calculated as follows:
| Principal converted | $ | |||
| Debt discount associated with principal converted | ( | ) | ||
| Accrued interest payable converted | ||||
| Derivative liability converted | ||||
| Total | ||||
| Fair value of stock issued ( shares) | ||||
| Loss on conversion of debt | $ | ( | ) |
On August 12, 2025, the Company entered into a payoff letter agreement (the “Payoff Agreement”), with “Kips Bay related to the Company’s obligations under its 2025 Kips Bay Note. Pursuant to the Payoff Agreement, Kips Bay agreed to accept the payment of $
AQMS Note
During the three-months ended September 30, 2025 and 2024, the Company recognized interest expense of $
NOTE 10 COMMITMENTS AND CONTINGENCIES
COMSTOCK MINERAL ESTATE LEASE PAYMENTS
On September 29, 2025, the Company assigned certain mineral rights and properties under leases to Mackay pursuant to the Mackay MIPA (see Note 5). The Company has
NORTHERN COMSTOCK OPERATING AGREEMENT
The Company has an Operating Agreement with Northern Comstock LLC, as amended August 27, 2015 (the “Operating Agreement”). The Operating Agreement required that the Company make monthly cash contributions of $
RENFUEL LICENSE PAYMENTS
On October 11, 2023, as amended on December 22, 2023, the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products. On February 19, 2025, Comstock Fuels and RenFuel executed another amendment to the Exclusive License Agreement to expand the territory from North, Central, South America, Australia, New Zealand, and Vietnam to worldwide except for Europe.
The Company is required to spend a minimum of $
INVESTMENT IN LICENSED TECHNOLOGY
Developer (see Note 3)
On March 1, 2024, the Company and Developer entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”) (See Note 3). For the three-months ended September 30, 2025 and 2024, the Company recorded $
NREL
On October 1, 2024, the Company entered into an agreement with a managing and operating contractor of the U.S. Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”). The agreement provides that the Company fund the research which includes the use of its pilot facility, equipment and laboratory in Wisconsin. The ongoing funding commitment is $
On October 1, 2024, the Company entered into an exclusive licensing agreement with the same party whereby the Company obtained exclusive license in existing or future patent rights associated with the research. The licensing agreement required the Company to pay fees of $
| Minimum Annual Royalty | ||||
| For the remainder of 2025 | $ | |||
| 2026 | $ | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| Thereafter | $ | |||
The Company has sublicensing rights and will pay a royalty fee equal to
Marathon Petroleum Corporation
Investment Agreements
On February 28, 2025, Bioleum (formerly Comstock Fuels) entered into a series of definitive agreements with Virent, involving the purchase of $
The Payment-In-Kind Assets were valued based on the fair value of the Marathon SAFE Note, which was recorded as a liability on the condensed consolidated balance sheet. On February 28, 2025, the fair value of the SAFE was determined to be $
License Agreement
Bioleum will use the Madison Facility to increase Bioleum's current pilot production capabilities, including the integration of those facilities with the existing facilities in Wausau, Wisconsin, leveraging Bioleum's patented, patent pending, and proprietary lignocellulosic biomass refining technologies (“Comstock IP”). The License Agreement provides for the grant by Virent to Bioleum of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Virent equipment (“Included Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars (“Reserved License Field”). The License Agreement provides for Virent and Bioleum to coordinate in good faith to obtain an additional license for the Reserved License Field for research and development purposes. Bioleum also granted Marathon a reciprocal royalty-free, non-exclusive, sublicensable worldwide license to any improvements or additional intellectual property related to the Included Virent IP, excluding improvements to Comstock IP. The parties additionally agreed to negotiate in good faith for a commercial license in the event that a commercial opportunity is identified for the Included Virent IP, and Virent granted Bioleum a right of first refusal in the event that Virent transfers some or all of the Included Virent IP to a third party, subject to applicable pre-existing rights held by third parties. The Virent IP consists of the transfer of know-how in order to use the Payment-In-Kind Assets and does not represent any standalone value to the Company, thus, no value was assigned to the Virent IP as of September 30, 2025.
Letter Agreement
The Letter Agreement requires the cash portion of the Investment to be made within five business days of the execution by Bioleum of third-party investment agreements for at least $
OTHER
The Company agreed to pay each of the independent directors a total of $
We are involved in claims and proceedings that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.
NOTE 11 EQUITY
Issuance of Registered Shares of Common Stock
2025 Issuances
On August 12, 2025, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners Group (“Titan”). The Company raised $
On February 3, 2025, the Company issued
Issuance of Unregistered Shares of Common Stock
2025 Issuances
| Issuance Date | Issued To | Fair Value | Common Shares Issued | ||||||
| Various | Alvin Fund LLC | $ | |||||||
| Various | Kips Bay Select LP | $ | |||||||
| August 13, 2025 | Georges Trust | $ | |||||||
| August 12, 2025 | Alvin Fund LLC | $ | |||||||
| August 4, 2025 | Northern Comstock LLC | $ | |||||||
| June 12, 2025 | Haywood | $ | |||||||
| June 10, 2025 | Flux Photon Corporation and affiliates | $ | |||||||
| May 13, 2025 | Private Placement | $ | |||||||
| March 20, 2025 | American Science and Technology Corporation (“AST”) | $ | |||||||
| February 28, 2025 | Former LINICO CEO | $ | |||||||
| January 27, 2025 | Kips Bay Select LP | $ | |||||||
| Total common shares issued | |||||||||
2024 Issuances
| Issuance Date | Issued To | Fair Value | Common Shares Issued | ||||||
| Various | Alvin Fund LLC | $ | |||||||
| September 3, 2024 | Northern Comstock LLC | $ | |||||||
| August 16, 2024 | Private Placement | $ | |||||||
| August 6, 2024 | Leviston Resources LLC | $ | |||||||
| May 22, 2024 | Private Placement | $ | |||||||
| April 19, 2024 | Private Placement | $ | |||||||
| April 19, 2024 | OTB Capital Inc. (marketing fees) | $ | |||||||
| April 11, 2024 | Haywood | $ | |||||||
| April 10, 2024 | American Science and Technology Corporation (“AST”) | $ | |||||||
| March 27, 2024 | ClearThink Capital Partners, LLC | $ | |||||||
| January 11, 2024 | Kips Bay Select LP | $ | |||||||
| Total common shares issued | |||||||||
Noncontrolling Interest
For consolidated entities in which our ownership is less than 100%, we record a non-controlling interest as a component of equity on the condensed consolidated balance sheets, which represents the third-party ownership in the net assets of the respective consolidated subsidiary. Additionally, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on the condensed consolidated statements of operations. Changes in ownership interests in an entity that do not result in deconsolidation are generally recognized within equity.
On May 22, 2025, Bioleum, entered into an agreement with an investor to close on the first $
On March 1, 2023, Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with the President of Comstock Metals (“Metals President”). As part of this agreement, the Metals President was to receive
Warrants
Outstanding warrants at September 30, 2025 and December 31, 2024 are as follows:
| Number of Warrants as of September 30, 2025 | Number of Warrants as of December 31, 2024 | Exercise Price | Expiration Date | |||||||||||
| GHF, Inc. | $ | December 31, 2027 | ||||||||||||
| GHF, Inc. | $ | December 31, 2027 | ||||||||||||
| GHF, Inc. | $ | December 31, 2027 | ||||||||||||
| Alvin Fund LLC | $ | December 31, 2027 | ||||||||||||
| Underwriter Purchase Warrants | $ | August 12, 2030 | ||||||||||||
| Total Outstanding warrants | ||||||||||||||
On August 12, 2025, pursuant to the CMPO, the Company entered into underwriter purchase warrants with various parties and issued
During the nine-months ended September 30, 2025 and 2024,
NOTE 12
The following table presents our assets and liabilities measured at fair value on a recurring basis at September 30, 2025:
| Fair Value Measurements at | ||||||||||||||||
| September 30, 2025 | ||||||||||||||||
| Quoted | Significant | |||||||||||||||
| Prices | Other | Significant | ||||||||||||||
| in Active | Observable | Unobservable | ||||||||||||||
| Markets | Inputs | Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Georges Trust derivative | $ | $ | $ | $ | ||||||||||||
| Alvin Fund derivative | ||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| FPC derivative | $ | $ | $ | $ | ||||||||||||
| Marathon SAFE Note | ||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | ||||||||||||
The following table presents our assets measured at fair value on a recurring basis at December 31, 2024:
| Fair Value Measurements at | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
| Quoted | Significant | |||||||||||||||
| Prices | Other | Significant | ||||||||||||||
| in Active | Observable | Unobservable | ||||||||||||||
| Markets | Inputs | Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Haywood derivative | $ | $ | $ | $ | ||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||||
VALUATION METHODOLOGIES
Following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy.
Derivatives
The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables presents changes in our derivative assets and liabilities for the three and nine-months ended September 30, 2025 and 2024, measured at fair value:
| For the Three-Months Ended September 30, 2025 | ||||||||||||||||||||
| As of June 30, 2025 | (Additions) Deductions | Change in Fair Value | Payments for Decrease in Contractual Stock Consideration | As of September 30, 2025 | ||||||||||||||||
| 2025 Kips Bay convertible debt derivative | $ | ( | ) | $ | $ | $ | $ | |||||||||||||
| FPC derivative | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Georges Trust derivative | ||||||||||||||||||||
| Alvin Fund derivative | ( | ) | ||||||||||||||||||
| Haywood derivative | ( | ) | ( | ) | ||||||||||||||||
| Total derivative assets (liabilities) at fair value | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| For the Nine-Months Ended September 30, 2025 | ||||||||||||||||||||
| As of December 31, 2024 | (Additions) Deductions | Change in Fair Value | Payments for Decrease in Contractual Stock Consideration | As of September 30, 2025 | ||||||||||||||||
| 2025 Kips Bay convertible debt derivative | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| FPC derivative | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Georges Trust derivative | ||||||||||||||||||||
| Alvin Fund derivative | ( | ) | ||||||||||||||||||
| LINICO acquisition-related payable derivative | ( | ) | ||||||||||||||||||
| AST derivative | ( | ) | ||||||||||||||||||
| Haywood derivative | ( | ) | ||||||||||||||||||
| Total derivative assets (liabilities) at fair value | $ | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||
| For the Three-Months Ended September 30, 2024 | ||||||||||||||||||||
| As of June 30, 2024 | (Additions) Deductions | Change in Fair Value | Payments for Decrease in Contractual Stock Consideration | As of September 30, 2024 | ||||||||||||||||
| 2023 Kips Bay convertible debt derivative | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||
| Leviston convertible debt derivative | ( | ) | ||||||||||||||||||
| 2024 Kips Bay convertible debt derivative | ( | ) | ( | ) | ( | ) | ||||||||||||||
| LINICO acquisition-related payable derivative | ( | ) | ||||||||||||||||||
| Haywood derivative | ( | ) | ||||||||||||||||||
| Total derivative assets (liabilities) at fair value | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||
| For the Nine-Months Ended September 30, 2024 | ||||||||||||||||||||
| As of December 31, 2023 | (Additions) Deductions | Change in Fair Value | Payments for Decrease in Contractual Stock Consideration | As of September 30, 2024 | ||||||||||||||||
| 2023 Kips Bay convertible debt derivative | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||
| Leviston convertible debt derivative | ( | ) | ||||||||||||||||||
| 2024 Kips Bay convertible debt derivative | ( | ) | ( | ) | ( | ) | ||||||||||||||
| LINICO acquisition-related payable derivative | ( | ) | ( | ) | ||||||||||||||||
| Haywood derivative | ( | ) | ||||||||||||||||||
| GenMat derivative | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total derivative assets (liabilities) at fair value | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||
At September 30, 2025 and December 31, 2024, the fair value of the derivative assets (George's Trust, Alvin and Haywood) and the FPC derivative liabilities were based on a trading price of the Company’s shares of $
2025 Kips Bay Select LP Conversion Option
On January 10, 2025, the Company recorded a derivative liability on the condensed consolidated balance sheets in connection with the Kips Bay Note. On that date, the $
During the three and nine-months ended September 30, 2025, the Company recorded a gain of and respectively, for the change in the fair value of the derivative. During the nine-months ended September 30, 2025, of the derivative liability decreased in connection with the conversion of the related debt into shares of common stock. At September 30, 2025, the Kips Bay Note was fully converted. The derivative liability was classified within Level 3 of the valuation hierarchy.
In 2025, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.
| Stock Price | Discount Rate | Volatility | Risk Free Rate |
| Conversion price equal to 88% of the 7 day minimum VWAP | | | |
FPC Derivative Instrument
On May 21, 2025, in connection with execution and delivery of the Bioleum Transaction Documents, the Company and FPC entered into the FPC Asset Purchase Agreement Amendment and issued
The Company issued FPC
Georges Trust Derivative Instrument
On August 13, 2025, pursuant to the GHF 2021 Note Amendment, the Company issued
Alvin Fund Derivative Instruments
On August 12, 2025, pursuant to the Alvin Fund 2022 and the Alvin Fund 2023 Note Amendments, the Company issued
LINICO Acquisition-Related Payable Derivative Instrument
On February 28, 2025, the Company agreed to make cash payments of $
AST Derivative Instrument
On March 20, 2025, the Company recognized a derivative asset on the condensed consolidated balance sheets in connection with the Second License Agreement Amendments (see Note 8). On that date, the $
Haywood Derivative Instrument
On April 7, 2022, the Company recognized a derivative asset on the condensed consolidated balance sheets in connection with the lease from Haywood (see Note 8). On that date, the $
During the nine-months ended September 30, 2025 and the year-ended December 31, 2024, the Company paid Haywood and $
Other
Marathon SAFE Note Instrument
On February 28, 2025, Bioleum (formerly Comstock Fuels) entered into a series of definitive agreements with Virent, involving the purchase of Bioleum equity as part of Bioleum's planned Series A Financing (see Notes 5 and 10). As of February 28, 2025, the Company recognized the Marathon SAFE Note liability of $
Founders Shares
The Founder Group received equity in Bioleum (see Notes 6 and 11) and the fair value of the Founders Shares were estimated with assistance from third-party valuation specialists and valued using a historical cost approach and an option pricing analysis of the Founders Shares with the discount factor based on published venture capital rate of returns of
Other Financial Instruments
At September 30, 2025, the carrying amount of cash and cash equivalents and notes receivable and advances approximates fair value because of the short-term maturity of these financial instruments.
NOTE 13 NET INCOME (LOSS) PER COMMON SHARE
Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if outstanding stock options were exercised into common stock. Shares presented on a weighted average outstanding calculation were adjusted to give effect to the February 24, 2025 reverse stock split.
Net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. For the three and nine-months ended September 30, 2025 and 2024, all common stock equivalent shares, including warrants to purchase common stock, are antidilutive.
NOTE 14 SEGMENT REPORTING
We have the following segments and units: Bioleum, Metals, Mining, Strategic Investments and Corporate. The Company’s goal is to accelerate the commercialization of decarbonizing technologies. Once a technology achieves a certain technology readiness or a justifiable critical mass or market distinction, we strategically plan its commercialization and dedicate resources toward that end. Until then, it is managed with corporate resources.
Summarized financial information relating to our reportable segments is provided below. For the Metals, Mining, Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our executive team consisting of our chief executive officer, chief operating officer and chief financial officer. For our Bioleum Segment, the chief executive officer of Bioleum is the CODM. Our CODM assesses the Company's performance and allocation of capital resources based on our segments of Bioleum, Metals, Mining, Strategic Investments and Corporate. Certain amounts have been reclassified to conform to the current period presentation on a comparable basis. The Company plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment. Our Bioleum Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels. Our Metals Segment represents our recycling of electrification products. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate.
The Company’s total revenue for the three-months ended September 30, 2025, consisted of the following:
| Strategic | ||||||||||||||||||||||||
| Bioleum | Metals | Mining | Investments | Corporate | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company’s total revenue for the three-months ended September 30, 2024, consisted of the following:
| Strategic | ||||||||||||||||||||||||
| Bioleum | Metals | Mining | Investments | Corporate | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Recycling | ||||||||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company’s total revenue for the nine-months ended September 30, 2025, consisted of the following:
| Strategic | ||||||||||||||||||||||||
| Bioleum | Metals | Mining | Investments | Corporate | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company’s total revenue for the nine-months ended September 30, 2024, consisted of the following:
| Strategic | ||||||||||||||||||||||||
| Bioleum | Metals | Mining | Investments | Corporate | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Recycling | ||||||||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
For the nine-months ended September 30, 2025, customer, RWE, accounted for over 10% of our revenues. For the nine-months ended September 30, 2024, customer, Mackay Precious Metals Inc., accounted for over 10% of our revenues. At September 30, 2025, customer, Virtus Renewables, accounted for over 10% of our accounts receivable balance. At December 31, 2024, customer, Mackay Precious Metals Inc., accounted for over 10% of our accounts receivable balance. At September 30, 2025, Comstock Metals billed million of which million was for decommissioning services and recorded as revenue and million of which represents fees for recycling services that have not yet been completed and are recognized as deferred revenue. As of September 30, 2025, total deferred revenue for these services were million.
| Three-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2025 | Metals | Mining | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of properties, plant and equipment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Total other income (expense), net | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment loss | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Three-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2024 | Metals | Mining | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of properties, plant and equipment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Total other income (expense), net | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment income (loss) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Nine-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2025 | Metals | Mining | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of properties, plant and equipment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Gain on sale of mineral rights | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Total other income (expense), net | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment loss | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Acquisitions to intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Nine-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2024 | Metals | Mining | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Impairment of properties, plant and equipment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Total other income (expense), net | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment loss | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| Acquisitions to intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| As of September 30, 2025 | Metals | Mining | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated | |||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Accounts receivable | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Non-current Assets: | ||||||||||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Properties, plant and equipment, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Intangible assets, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total non-current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| TOTAL ASSETS | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||||||||||
| Accounts payable | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other current liabilities | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| Deferred revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current liabilities | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| Long-term Liabilities: | ||||||||||||||||||||||||||||
| Marathon SAFE Note | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total long-term liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| TOTAL LIABILITIES | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| NET ASSETS | $ | ( | ) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2024 | Metals | Mining | Strategic Investments | Corporate / Other | Total of Segments before Bioleum Corp. | Bioleum | Consolidated | |||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Accounts receivable | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Non-current Assets: | ||||||||||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Properties, plant and equipment, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Intangible assets, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total non-current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| TOTAL ASSETS | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||||||||||
| Accounts payable | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other current liabilities | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| Deferred revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Debt, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current liabilities | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| Long-term Liabilities: | ||||||||||||||||||||||||||||
| Debt, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total long-term liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| TOTAL LIABILITIES | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||
| NET ASSETS | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
NOTE 15 RELATED PARTY TRANSACTIONS
The following related party transactions occurred during the nine-months ended September 30, 2025 and 2024.
TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND
At September 30, 2025, the Company’s total investment in SSOF has a carrying value of $
The Company's executive chairman and chief executive officer co-founded SSOF and SSE, and serves as the chief executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE. Our chief executive officer and two of our directors have separately invested $
TRANSACTIONS INVOLVING FLUX PHOTON CORPORATION ("FPC")
On September 7, 2021, the Company entered into the FPC Asset Purchase Agreement with FPC to acquire the FPC Assets. The purchase price payable for the FPC Assets was $
On December 28, 2023, the Company entered into an amendment (the “2023 FPC Asset Purchase Agreement Amendment”) with FPC to amend that certain Asset Purchase Agreement, dated on September 7, 2021, and amended on December 10, 2021 (as amended, the “FPC Asset Purchase Agreement”). Pursuant to the 2021 FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”). The original purchase price included a payable for the FPC Assets of $
On May 21, 2025, in connection with the execution and delivery of the Bioleum Transaction Documents, the Company and FPC entered into the Amendment to the FPC Asset Purchase Agreement and issued
BIOLEUM FOUNDERS SHARES
Bioleum issued
PURCHASE OF METAL DEMONSTRATION-SCALE RECYCLING FURNACE
On December 15, 2023, the Company and Comstock Metals, signed an agreement whereby Comstock Metals contributed a metal recycling furnace to the Company in exchange for $
OTHER
Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the building at 600 Lake Avenue, Silver Springs, Nevada which the Company entered into the Building Lease on August 15, 2023 and a Real Estate and Building Lease on July 1, 2024 (see Note 8). The Company's chief executive officer is an executive officer and director of Sierra Clean Processing LLC.
On May 17, 2024, the chief executive officer purchased
NOTE 16 SUBSEQUENT EVENTS
On October 1, 2025, the Company provided SSOF advances of $
On October 9, 2025, the Company completed the purchase of the Haywood Property and received cash proceeds of approximately $
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated financial condition and results of operations. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements, footnotes and the risk factors included herewith and herein.
OVERVIEW
Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized natural and waste resources into clean energy products, including pioneering technologies that produce electrification metals and minerals from end-of-life solar panels, including aluminum, silver and other critical and rare earth metals.
Bioleum innovates and commercializes technologies, systems and supply chains that secure, extract, integrate and convert carbon-based materials from under-utilized waste and purpose grown energy crops that would ultimately produce a broad range of extremely low carbon renewable fuels, including cellulosic ethanol, renewable diesel and sustainable aviation fuels.
Our goal is to Accelerate the Commercialization of Breakthrough Technologies. We plan on delivering extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, deploy and monetize clean energy technologies with integrated teams and partners in dedicated lines of business, especially in sustainable, renewable systems with the potential for superior, sustained throughput generation. Our plans to generate these throughputs involve both deploying and licensing our technologies, within a purpose-driven and designed ecosystem, including extended and interdependent partners that leverages their capital, human capacity, infrastructures, and other resources, often integrated directly with us and our solutions, to accelerate and maximize adoption.
We also 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, an existing Nevada-based solar panel recycling demonstration facility and currently ordered equipment for a Nevada-based industry-scale solar panel recycling facility. We also own, control and/or manage direct investments in northern Nevada real estate comprised primarily 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, some of which contain significant amounts of measured and indicated, and inferred gold and silver resources.
Lines of Business
Metals Segment
Our Metals Segment has established a goal of setting the global standard for solar panel recycling. For the past 21 months, we have operated a permitted, demonstration-scale solar panel recycling facility that delivers environmentally superior, zero-landfilled recycling solutions to support U.S. mineral industries. During 2024, this facility generated $0.4 million in revenue and, in the first nine months of 2025, billable revenues (both recognized and deferred) increased nearly six-fold due, in part, to service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. We believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and the Metals Segment has the potential to establish the pace of metal recycling and ultimately, global solar panel recycling network deployment.
Comstock Metals has progressed all permitting requirements for its first industry-scale production facility, located on the same campus as the operating demonstration-scale facility, that can scale the operation, over 3 million panels per year representing up to 100,000 tons of processed waste materials per year. This strategically located facility will enable the expeditious transition of proven processes from commercial demonstration to full-scale production. The industry-scale facility is expected to significantly enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals.
Our plan supports the creation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build up to seven facilities in the United States over the next five years and support American energy and resource independence while simultaneously delivering significant economic and environmental value.
Our Metals Segment's 2025 objectives included (1) finalizing the industry-scale engineering, (2) submitting and receiving all prerequisite permits, (3) closing on equity and/or debt financing for Comstock Metals to sufficiently fund the construction and commissioning of the Company’s first industry-scale facility, (4) ordering all of the industry-scale equipment for our first industry-scale facility, (5) securing larger and longer terms supply contracts and (6) accelerating site selection for our second facility. We believe we are on track for completing all of our 2025 objectives.
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 Precious Metals Inc. (“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 (“Pelen”), for an aggregate purchase price of $2,750,000. The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada. Pelen owns certain claims adjacent to and/or relevant to these northern claim groups. The Company was paid $1.0 million in cash in 2024. 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 increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000. As of September 30, 2025, the Company received all remaining cash payments of $1,950,000. For the nine-months ended September 30, 2025, pursuant to the First Amendment, the Company recognized an additional gain on the sale of mineral rights of $200,000 in our condensed consolidated statement of operations.
On June 30, 2023, the Company has previously 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, (2) advancing the preliminary economic assessment for the Dayton Consolidated Project and (3) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for Dayton. We are on track for completing our first two objectives. Precious metal prices for 2025 have been exceptionally strong, presenting additional economic opportunities for our monetizing our mining assets. The Company is reevaluating these alternatives during the fourth quarter of 2025.
Fuels Segment - Bioleum Corporation
We hold an investment in Bioleum, through our Preferred Series 1 equity position (see Note 2 to the condensed consolidated financial statements). 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 125 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 has also negotiated the exclusive rights to intellectual properties developed by 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 up to 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 will also license its advanced feedstock and refining solutions to third parties for additional production in global markets. Bioleum does not currently generate revenue.
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 development pilot in Madison, Wisconsin (“Madison Facility”). Bioleum continues innovating its existing commercial process for the purpose of advancing its technological readiness, stabilizing and increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in the longer-term pursuit of fossil parity. In addition to Hexas, 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.
Effective February 28, 2025, we effectively entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), 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”).
In May 2025, Bioleum also completed the initial $20 million closing of its Series A preferred equity offering (“Series A Financing”). Bioleum also plans to complete its Series A Financing during 2025 and commence project equity and debt financings that includes an 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.
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 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 Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production), Hexas (propagation and production of purpose grown energy crops), and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments. In November 2024, we completed a transaction for the disposition of our minority equity investment in GenMat 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 by the end of 2026.
Investment in SSOF – For the nine-months ended September 30, 2025, the Company invested an additional $650,000 in SSOF for 361,111 additional common shares at $1.80 per share. At September 30, 2025 and December 31, 2024, the Company owns 11,236,111 and 10,875,000, respectively, of SSOF shares and our ownership is at 16.99% and 17.27%, respectively. At September 30, 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 September 30, 2025, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $20,225,000 and advances of $2,500,000.
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 439, 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.
Investment in Hexas – 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 Bioleum's site development and innovation activities. Through September 30, 2025, the Company invested $960,000 in Hexas in the form of simple agreements for future equity (“Hexas SAFE Investment”).
Investment in Research and Development Company
On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614. Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work. At September 30, 2025, the future remaining payments, net implied interest, totaled $1,223,655. During the nine-months ended September 30, 2025 and 2024, the Company paid $0 and $240,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.
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 has increased.
COMPARATIVE FINANCIAL INFORMATION
Below we set forth a summary of comparative financial information for the three-months ended September 30, 2025 and 2024:
| September 30, 2025 |
September 30, 2024 |
Change |
||||||||||
| Revenue |
$ | 54,079 | $ | 556,383 | $ | (502,304 | ) | |||||
| Cost of goods sold |
324,397 | — | 324,397 | |||||||||
| Operating Expenses: |
||||||||||||
| Selling, general and administrative expenses |
6,110,011 | 3,176,373 | 2,933,638 | |||||||||
| Research and development |
2,229,838 | 1,440,367 | 789,471 | |||||||||
| Depreciation and amortization |
1,162,246 | 562,456 | 599,790 | |||||||||
| Impairment of intangible assets |
9,333 | 8,667,869 | (8,658,536 | ) | ||||||||
| Impairment of properties, plant and equipment |
433,411 | 324,047 | 109,364 | |||||||||
| Total operating expenses |
9,944,839 | 14,171,112 | (4,226,273 | ) | ||||||||
| Loss from operations |
(10,215,157 | ) | (13,614,729 | ) | 3,399,572 | |||||||
| Other Income (Expense) |
||||||||||||
| Interest expense |
(336,076 | ) | (696,996 | ) | 360,920 | |||||||
| Interest income |
312,862 | 81,015 | 231,847 | |||||||||
| Change in fair value of derivative instruments |
(1,243,382 | ) | 1,350,370 | (2,593,752 | ) | |||||||
| Gain (loss) on conversion of debt |
242,664 | (2,218,694 | ) | 2,461,358 | ||||||||
| Loss on debt extinguishment |
(2,767,887 | ) | (222,634 | ) | (2,545,253 | ) | ||||||
| Change in fair value of SAFE Note |
900,000 | — | 900,000 | |||||||||
| Other income (expense) |
218,640 | 327,085 | (108,445 | ) | ||||||||
| Total other income (expense), net |
(2,673,179 | ) | (1,379,854 | ) | (1,293,325 | ) | ||||||
| Net loss |
(12,888,336 | ) | (14,994,583 | ) | 2,106,247 | |||||||
| Net loss attributable to noncontrolling interest |
— | (26,568 | ) | 26,568 | ||||||||
| Net loss attributable to Comstock Inc. |
$ | (12,888,336 | ) | $ | (14,968,015 | ) | $ | 2,079,679 | ||||
RESULTS OF OPERATIONS
Three-Months Ended September 30, 2025 Compared to Three-Months Ended September 30, 2024
Revenues for the three-months ended September 30, 2025 decreased by $502,304 to $54,079 from $556,383 for the comparable 2024 period, primarily attributed to the following:
| • |
Lower revenues from our Mining Segment of $392,275 were attributed to the termination of the Mackay Mining Lease in the fourth quarter of 2024, and lower revenues from our Comstock Metals operations in 2025 of $109,029, primarily due to lower decommissioning services. |
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the three-months ended September 30, 2025 increased $324,397 primarily due to the commencement and ramp up of our first commercial demonstration facility operating for all of our metal recycling operations.
Selling, general and administrative expense for the three-months ended September 30, 2025 increased by $2,933,638 to $6,110,011 from $3,176,373 in the comparable 2024 period, primarily as a result of higher employee-related costs of $1,120,271, due to a 2024 adjustment to lower the 2023 accrued incentive compensation for $800,000 in 2024 and a higher number of employees in 2025 as compared to the 2024 period, primarily due to the ramp of our metal recycling business and the acquisition of the Madison biofuel facility, higher rent expense of $352,927 also due to metal recycling and Madison, higher property related acquisition costs in mining totaling $846,682 resulting from the accelerated payment for the NCJV obligation, higher legal expense of $153,398, higher travel expense of $150,480, higher marketing expense of $142,707, and higher maintenance expense of $60,810.
Research and development expenses for the three-months ended September 30, 2025 increased by $789,471 to $2,229,838 from $1,440,367 in the comparable 2024 period, primarily related to higher research and development costs for renewable fuel associated projects, substantially all with external laboratories, of $663,745 primarily for NREL and higher employee-related costs of $176,533.
Depreciation and amortization for the three-months ended September 30, 2025 increased by $599,790 to $1,162,246 from $562,456 in the comparable 2024 period, primarily related to higher amortization of intangible assets attributed to intangible asset additions in 2025 (see Note 6 to the condensed consolidated financial statements).
Impairment of intangible assets and properties, plant and equipment assets for the three-months ended September 30, 2025 of $9,333 and $433,411, respectively, was attributed to the impairment of intangible assets and equipment in 2025. Impairment of intangible assets and properties, plant and equipment assets for the three-months ended September 30, 2024 of $8,667,869 and $324,047, respectively, was attributed to the impairment of intangible assets and equipment in 2024 (see Notes 5 and 6 to the condensed consolidated financial statements).
Interest expense for the three-months ended September 30, 2025 decreased by $360,920 to $336,076 from $696,996 in the comparable 2024 period, primarily due to lower interest and lower amortization of the original issue discount (“OID”) on the 2025 Kips Bay Note in 2025 compared to the 2023 Kips Bay Note, 2024 Kips Bay Note and the Leviston Note in 2024.
Interest income for the three-months ended September 30, 2025 increased by $231,847 to $312,862 from $81,015 in the comparable 2024 period, primarily due to higher accrued interest income related to the RenFuel note receivable.
Change in the fair value of our derivative instruments for the three-months ended September 30, 2025 decreased by $2,593,752 to a loss of $1,243,382 from a gain of $1,350,370 in the comparable 2024 period, resulting from a decrease in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.
In 2025, we recognized a gain on the conversion of debt to equity for the three-months ended September 30, 2025 of $242,664 attributed to the 2025 Kips Bay Note. In 2024, we recognized a loss on the conversion of debt to equity for the three-months ended September 30, 2024 of $2,218,694 attributed to the 2023 Kips Bay Note and the Leviston Note debt conversions.
In 2025, loss on debt extinguishment of $2,767,887 resulted from the 2025 Kips Bay Note payoff of $1,795,883 and note and warrant amendments for GHF and Alvin Fund Notes of $972,004. In 2024, loss on debt extinguishment of $222,634 resulted from the Company using cash to redeem $500,000 of principal of the 2023 Kips Bay Note including a 10% redemption premium, or $50,000, and a loss on debt extinguishment of $172,634.
In 2025, we recognized an unrealized gain on the change in the fair value of our SAFE Note of $900,000 related to the Marathon agreement (see Notes 10 and 12 to the condensed consolidated financial statements).
Other income (expense), net for the three-months ended September 30, 2025 were $218,640, primarily consisting of an unrealized gain on fair value change on the AST and Haywood non-trade receivables of $200,238.
Other income (expense), net for the three-months ended September 30, 2024 were $327,085, primarily consisting of unrealized gain on fair value change of GenMat advances of $776,656, partially offset by losses from our equity method investments of $449,883 substantially all of which were from GenMat.
COMPARATIVE FINANCIAL INFORMATION
Below we set forth a summary of comparative financial information for the nine-months ended September 30, 2025 and 2024:
| September 30, 2025 |
September 30, 2024 |
Change |
||||||||||
| Revenue |
$ | 1,179,440 | $ | 1,417,158 | $ | (237,718 | ) | |||||
| Cost of goods sold |
2,025,194 | — | 2,025,194 | |||||||||
| Operating Expenses: |
||||||||||||
| Selling, general and administrative expenses |
14,003,566 | 9,496,719 | 4,506,847 | |||||||||
| Research and development |
7,654,401 | 4,880,847 | 2,773,554 | |||||||||
| Depreciation and amortization |
2,174,322 | 1,875,151 | 299,171 | |||||||||
| Impairment of intangible assets |
9,333 | 8,667,869 | (8,658,536 | ) | ||||||||
| Impairment of properties, plant and equipment |
433,411 | 324,047 | 109,364 | |||||||||
| Gain on sale of mineral rights |
(200,000 | ) | — | (200,000 | ) | |||||||
| Total operating expenses |
24,075,033 | 25,244,633 | (1,169,600 | ) | ||||||||
| Loss from operations |
(24,920,787 | ) | (23,827,475 | ) | (1,093,312 | ) | ||||||
| Other Income (Expense) |
||||||||||||
| Interest expense |
(1,769,282 | ) | (2,298,098 | ) | 528,816 | |||||||
| Interest income |
563,671 | 220,587 | 343,084 | |||||||||
| Change in fair value of derivative instruments |
433,991 | 516,756 | (82,765 | ) | ||||||||
| Gain (loss) on conversion of debt |
(3,088,167 | ) | (3,690,760 | ) | 602,593 | |||||||
| Gain on extinguishment of liability |
845,000 | — | 845,000 | |||||||||
| Loss on debt extinguishment |
(2,767,887 | ) | (744,256 | ) | (2,023,631 | ) | ||||||
| Change in fair value of SAFE Note |
900,000 | — | 900,000 | |||||||||
| Other income (expense) |
(5,749 | ) | (741,929 | ) | 736,180 | |||||||
| Total other income (expense), net |
(4,888,423 | ) | (6,737,700 | ) | 1,849,277 | |||||||
| Net loss |
(29,809,210 | ) | (30,565,175 | ) | 755,965 | |||||||
| Net loss attributable to noncontrolling interest |
— | (62,196 | ) | 62,196 | ||||||||
| Net loss attributable to Comstock Inc. |
$ | (29,809,210 | ) | $ | (30,502,979 | ) | $ | 693,769 | ||||
RESULTS OF OPERATIONS
Nine-Months Ended September 30, 2025 Compared to Nine-Months Ended September 30, 2024
Revenues for the nine-months ended September 30, 2025 decreased by $237,718 to $1,179,440 from $1,417,158 for the comparable 2024 period, primarily attributed to the following:
| • |
Lower revenues from our Mining Segment of $1,171,351 were attributed to the termination of the Mackay Mining Lease in the fourth quarter of 2024; partially offset by |
|
| • |
Higher revenues from our Metals Segment of $935,133 for our Comstock Metals operations in 2025, primarily for decommissioning services and to a lesser extent, sales of aluminum, glass and mineral-rich tailings, including silver. |
Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the nine-months ended September 30, 2025 increased $2,025,194 primarily due to the commencement of our first commercial demonstration facility operating at far less than full capacity due to the installation of additional air quality control system, all for metal recycling operations.
Selling, general and administrative expense for the nine-months ended September 30, 2025 increased by $4,506,847 to $14,003,566 from $9,496,719 in the comparable 2024 period, primarily as a result of higher rent expense of $1,145,369, higher employee-related costs of $1,047,663 primarily due to a higher number of employees in 2025 as compared to the 2024 period, higher mining costs of $841,262 attributed to the accelerated payment for the NCJV obligation, higher legal fees of $406,709, higher marketing expense of $351,085, higher travel expense of $326,009, and higher consulting expense of $226,160.
Research and development expenses for the nine-months ended September 30, 2025 increased by $2,773,554 to $7,654,401 from $4,880,847 in the comparable 2024 period, primarily related to higher research and development costs for renewable fuel associated projects, substantially all with external laboratories of $1,808,129 primarily for NREL, higher employee-related costs of $646,116, higher consulting expense of $208,502 and higher rent expense of $121,242 attributed to the AST research and development rent of $1,487,476 paid in March 2025 as compared to $1,208,180 paid in April 2024 (see Note 8 to the condensed consolidated financial statements).
Depreciation and amortization for the nine-months ended September 30, 2025 increased by $299,171 to $2,174,322 from $1,875,151 in the comparable 2024 period, primarily related to higher amortization of intangible assets attributed to intangible asset additions in 2025 (see Note 6 to the condensed consolidated financial statements).
Impairment of intangible assets and properties, plant and equipment assets for the nine-months ended September 30, 2025 of $9,333 and $433,411, respectively, was attributed to the impairment of intangible assets and equipment in 2025. Impairment of intangible assets and properties, plant and equipment assets for the nine-months ended September 30, 2024 of $8,667,869 and $324,047, respectively, was attributed to the impairment of intangible assets and equipment in 2024 (see Notes 5 and 6 to the condensed consolidated financial statements).
In 2025, we recognized a gain on the sale of mineral rights of $200,000 related to the Mackay First Amendment (see Note 5 to the condensed consolidated financial statements).
Change in the fair value of our derivative instruments for the nine-months ended September 30, 2025 decreased by $82,765 to a gain of $433,991 from a gain of $516,756 in the comparable 2024 period, resulting from an decrease in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.
Loss of $3,088,167 on the conversion of debt to equity for the nine-months ended September 30, 2025 is attributed to the 2025 Kips Bay Note debt conversions. Loss of $3,690,760 on the conversion of debt to equity for the nine months ended September 30, 2024 is attributed to the 2023 Kips Bay Note and the Leviston Note debt conversions.
Gain on extinguishment of liability of $845,000 was attributed to the restructuring of the LINICO acquisition-related payable (see Note 12 to the condensed consolidated financial statements).
In 2025, loss on debt extinguishment of $2,767,887 resulted from the 2025 Kips Bay Note payoff and note and warrant amendments for GHF and Alvin Fund of $1,795,883 and $972,004, respectively. In 2024, loss on debt extinguishment of $744,256 is attributed to the debt modifications for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note and from the Company using cash to redeem $500,000 of principal on the 2023 Kips Bay Note at a 10% redemption premium totaling $50,000 and loss on debt extinguishment of $172,634.
In 2025, we recognized an unrealized gain on the change in the fair value of our SAFE Note of $900,000 related to the Marathon agreement (see Notes 10 and 12 to the condensed consolidated financial statements).
Other income (expense), net for the nine-months ended September 30, 2025 were $5,749, primarily consisting of an unrealized loss on fair value change on the AST and Haywood non-trade receivables of $66,245.
Other income (expense), net for the nine-months ended September 30, 2024 were $741,929, primarily consisting of income recognized on SSOF deposits of $400,000 and unrealized gain on fair value change of GenMat advances of $493,892, partially offset by losses from our equity method investments of $1,675,069 substantially all of which were from GenMat.
OUTLOOK
Our goal is to Accelerate the Commercialization of Breakthrough Technologies.
Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized natural and waste resources into clean energy products, including pioneering technologies that produce electrification metals and minerals from end-of-life solar panels, including aluminum, silver and other critical metals.
Bioleum innovates and commercializes technologies, systems and supply chains that secure, extract, integrate and convert carbon-based materials from under-utilized waste and purpose grown energy crops that would ultimately produce a broad range of extremely low carbon renewable fuels, including cellulosic ethanol, renewable diesel and sustainable aviation fuels.
We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our investments and the related diverse technology portfolios 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 Comstock Metals and the continuous innovation, development and engineering of technologies and solutions, by us and by our partners, that support the efficient conversion of these resources into clean, profitable energy products.
Corporate
The growth opportunities for both Comstock Metals and Bioleum developed beyond our original plans, and we have now realigned both the organizations and their respective capital bases with some of the most sophisticated partners for investment, feedstocks, technologies, operations, and offtakes, including significant investments.
We are expanding those partnerships across both our extended metals and fuels systems and supply chains, positioning them for industry leadership, exponential revenue growth and superior throughput profiles, especially for Metals and leading to cash profitability for Comstock Metals in 2026.
Comstock now owns a $65 million face value convertible preferred stock in Bioleum Corporation, ultimately convertible into 32.5 million common shares, positioning an exceptional value potential for Comstock’s shareholders and preserving Comstock’s ability to accelerate the growth and delivery of that value directly to shareholders.
The Company’s Corporate remaining objectives for the rest of 2025 include:
| • |
Advance our legacy real estate and non-strategic investments for ultimate monetization; |
|
| • |
Support the next phases of accelerating Metals growth; and |
|
| • |
Finalize, communicate and implement plans to unlock maximum value from the separation of Bioleum. |
The Company’s 2025 efforts to date have now resulted in two, fully dedicated, high-growth companies: our Nevada-based renewable metals operation with expanding production and our Oklahoma-headquartered Bioleum Corporation, with major research, development and pilot production operations based in Wausau and Madison, Wisconsin.
Comstock Metals
Comstock Metals has now been operating its first commercial demonstration facility for nearly 21 months and in November of 2024, submitted permits for the first industry-scale photovoltaic recycling facility. The Company expects these permits to be issued imminently during the fourth quarter of 2025. The industry-scale facilities are designed for 100,000 tons of annual capacity, with operations commencing post commissioning during the second quarter 2026.
Additional site selection activities are ongoing for the next two industry-scale facilities and multiple associated storage sites. The Company plans to ultimately build up to 7 industry-scale U.S. based recycling facilities.
The Company's Metals remaining objectives for the rest of 2025 include:
| • |
Receive final permits for our first industry-scale facility in Silver Springs, NV; |
|
| • |
Procure, deploy, and assemble plant and equipment for our first industry-scale facility in Silver Springs, NV; |
|
| • | Secure additional Master Service Agreements (MSA) with national and regional customers; | |
| • |
Complete site selection for two additional solar panel recycling locations; |
|
| • |
Expand the system globally with international strategic and capital partners; and |
|
| • | Advance R&D efforts to recover more and higher-purity materials from recycled streams for offtake. |
The capital expenditures for the first 100,000 tons of annual capacity for the first industry scale facility are expected to be approximately $12.5 million which includes expanded storage. As of September 30, 2025, the Company paid deposits of $5.1 million for property, plant and equipment and anticipates a total capital spend of $10.0 million for the industry-scale by the end of 2025, with an additional $2-3 million expected in the first quarter of 2026. Billable revenues are expected to be eight times greater in 2025, as compared to 2024, or over $3.5 million, with proportionate 2026 increases as we scale up our facility.
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 remaining objectives for the rest of 2025 include:
| • |
Commercialize agreements that either monetize or enable resource expansion of the central claims; |
| • | Publish the Dayton Consolidated Project technical work with preliminary economics and sensitivities; and | |
| • |
Complete the preliminary mine plans that enable the economic development of the southern district claims. |
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.
Bioleum
Bioleum is actively engaged in the expansion of its pilot production facilities and the planning for its first commercial demonstration facilities and the associated supply chain participants (including feedstock, site selection, engineering, construction and procurement, and offtake).
Bioleum's remaining objectives for the rest of 2025 include:
| • | Advance efforts on the remaining subsidiary-level “Series A” equity financing in the separate Fuels entity; |
| • |
Plan and deploy a Hexas-based, scalable, commercial demonstration fuel farm; |
| • |
Complete site selection for first commercial biorefinery project in Oklahoma; |
| • |
Expand integrated pilot production capabilities to up to two barrels per week of intermediates and fuels; and |
| • |
Advance our innovation and development efforts toward even higher yields, lower costs and lower capital. |
Comstock Fuels also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and existing petroleum infrastructures to generate additional capacities, revenues, technical services, engineering and royalties. 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 energy resources.
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 other 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 2026.
LIQUIDITY AND CAPITAL RESOURCES
Our financial position and liquidity are based on our net sources of capital from financing as generally compared to our net uses of capital from investing activities and ultimately, our ability to provide or use cash flows from or in our operations. Our cash balances at September 30, 2025 and December 31, 2024 were $31,712,352 and $954,271, respectively, with $12,426,002 representing Bioleum's total cash balance at September 30, 2025. The Company had current assets of $35,126,271 and current liabilities of $13,808,709, representing working capital excess of $21,317,562 at September 30, 2025.
The current liabilities include $3,821,486 of accrued expenses, including $1,043,687 for the payable to a research and development company, $987,975 for further investment into Bioleum through the committed Flux payments, $995,675 for accrued payroll and related expenses and $331,250 for incentive compensation.
2025 Balance Sheet Enhancements
| • |
Extinguishment of Northern Comstock obligations |
| • | Extinguishment of AST obligations |
| • | Extinguishment of LINICO obligations |
| • | Extinguishment of AQMS obligations |
| • | Extinguishment of Haywood obligations |
| • | Extinguishment of Kips Bay Convertible Debt obligations |
| • | Repayment of Promissory Notes |
The Company intends to fund our operations over the next twelve months from revenues from our solar panel recycling business, sales of non-strategic assets and other investments, and existing cash and cash equivalents. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the condensed consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.
Our primary source of liquidity during the first nine-months of 2025 was cash from financing activities. During the nine-months ended September 30, 2025, we generated $60,341,689 in cash from our financing activities and we used $18,486,753 and $11,096,855, respectively, in cash in our operating and investing activities. Our primary source of liquidity during the first nine-months of 2024 was cash from financing activities. During the nine-months ended September 30, 2024, we generated $14,058,395 in cash from our financing activities and we used $9,617,985 and $6,862,660, respectively, in cash in our operating and investing activities.
The Company continues commercializing its metals recycling lines of business. Comstock Metals has filed permits and expects to build and commission its first industry scale facility during early 2026, with a capacity up to 100,000 tons of processed material per year, for up to $12 million, including expanding its existing storage capacity. The first industry scale facility will also be funded by additional equity and debt, including direct term loans or industrial bonds and/or other alternative qualified loan financings. Comstock Metals expects to have at least three industry scale facilities operating with up to 100,000 tons of annual capacity coming online over the next three years (2026 through 2028), with up to four additional industry-scale facilities and expansions and strategically located storage areas also being planned across the U.S. markets.
The Company has increasing access to a number of alternative capital resources, including $20 million in proceeds to date from the Bioleum Preferred Series A offering, $34.5 million in gross proceeds ($31.8 million, net of offering expenses), various grant sources, including a recent $3.0 million grant from the State of Oklahoma, and various planned asset sales in 2025 and 2026. The Company is also planning additional “Series A” direct equity investment into Bioleum during 2025, from various known strategic and other investors directly into Bioleum.
On August 8, 2025, the Company reached agreement amend its outstanding promissory notes with its creditors, Georges Trust and Alvin Fund. Pursuant to the amendments, the Company issued 2,900,000 shares to such creditors, the proceeds of which will be used by such creditors to pay the $8,390,000 principal amount and interest owed to such creditors. Pursuant to the amendments, on or before April 15, 2026, the Company is required to pay such creditors an amount equal to the total amounts payable pursuant to the promissory notes minus the net cash proceeds received the creditors from the sale of the Company’s commons shares. Any cash proceeds or shares held after repayment of the promissory notes shall be returned to the Company. The Company is required to file a resale registration statement for the benefit of the creditors.
On August 12, 2025, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $30 million in gross proceeds ($27.6 million in net proceeds). On August 14, 2025, the Company issued 13,333,334 registered shares of its common stock with a fair value of $30,000,002 pursuant to the equity offering on August 12, 2025. On September 11, 2025, Titan Partners exercised the over-allotment option and on September 15, 2025, the Company issued 2,000,000 registered shares of its common stock and raised an additional $4,500,000 in gross proceeds ($4.2 million in net proceeds) at a price of $2.25 per share.
On January 10, 2025, the Company entered into a securities purchase agreement (“2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay Select, L.P. (“Kips Bay”) with a principal amount of $10,638,298, of which $5,000,000 was funded in cash on January 13, 2025 and the remaining $5,000,000 funded on March 11, 2025 with an original issue discount of $638,298. On August 12, 2025, the Company entered into a payoff letter agreement (the “Payoff Agreement”), with Kips Bay related to the Company’s obligations under the 2025 Kips Bay Note in the original aggregate principal amount of $10,638,298. Pursuant to the Payoff Agreement, Kips Bay agreed to accept the payment of $2,500,000 in cash from the proceeds and the issuance of 447,724 shares of Common Stock, previously reserved and approved for issuance upon conversion of the Note (the “Payoff Shares”), in full satisfaction of the Company’s obligations under the Note.
Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to research and development, capital expenditures and expansions, selling, general and administrative, and investment related expenditures in excess of sale proceeds from our non-strategic assets and other investments, declines in the market value of properties planned for sale, or declines in the share price of our common stock that would adversely affect our results of operations, financial condition and cash flows. If we were unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and raise substantial doubt about our ability to continue as a going concern. In such case, we could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments, or sell certain assets or businesses. There can be no assurance that we would be able to take any such actions on favorable terms, in a timely manner, or at all.
CRITICAL ACCOUNTING ESTIMATES
There have been no significant changes to the critical accounting estimates disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Prices
Changes in the market price of commodities, including precious metals, critical metals and oil and gas may significantly affect our future profitability and cash flow. Metal and fuel prices fluctuate widely due to factors such as: demand, global production levels, supply chain constraints, investor sentiment, central bank reserves, global conflicts and the value of the U.S. dollar and other currencies.
Interest Rate Risk
The interest rates on our existing long-term debt borrowings are fixed, and as a result, interest due on borrowings are not impacted by changes in market-based interest rates.
There have been no material changes in the market risks discussed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 4 CONTROLS AND PROCEDURES
A. Disclosure
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act") was conducted. Our disclosure controls and procedures are designed to ensure information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act rules, and such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on that evaluation, our chief executive officer concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, were effective as of September 30, 2025, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2025, there was no change in our internal control over financial reporting that materially affected or is reasonably likely to materially affect our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company’s metals, mining and related activities are subject to various laws and regulations governing environmental protection. These laws and regulations are frequently changing and generally becoming more restrictive. The Company believes its operations comply with applicable laws and regulations, in all material respects. The Company continuously makes expenditures to comply with such laws and regulations but cannot predict the full amount of such future expenditures.
From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.
ITEM 1A RISK FACTORS
No new risk factors have been identified in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USES OF PROCEEDS
During the three-months ended September 30, 2025, pursuant to the 2025 Kips Bay Note, the Company issued 447,724 shares of the Company's common stock to Kips Bay with a fair value of $1,110,355 at an average conversion price of $2.48.
On August 13, 2025, the Company issued 1,500,000 shares of unregistered restricted common stock with a fair value of $4,755,000 to Georges Trust as payment for settlement of the 2021 GHF Note pursuant to 3(a)9.
On August 12, 2025, the Company issued 1,400,000 shares of unregistered restricted common stock with a fair value of $4,438,000 to Alvin Fund LLC as payment for settlement of the Alvin Fund 2022 and 2023 Notes pursuant to 3(a)9.
On August 4, 2025, the Company issued 132,573 shares of unregistered restricted common stock with a fair value of $482,500 to Northern Comstock LLC as payment for obligations due under the Northern Comstock operating agreements.
On August 4, 2025, the Company issued 14,842 shares of unregistered restricted shares of its common stock with a fair value of $53,479 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund 2022 Note.
On August 4, 2025, the Company issued 19,608 shares of unregistered restricted shares of its common stock with a fair value of $63,518 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund 2023 Note.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 MINE SAFETY DISCLOSURES
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 104 of Regulation S-K, we are required to disclose items believed to be violations of the Federal Mine Safety and Health Act of 1977, any health and safety standard, or any regulation, as administered by the Federal Mine Safety and Health Administration. The required information is included in Exhibit 95 to this Report on Form 10-Q.
ITEM 5 OTHER INFORMATION
During the quarter ended September 30, 2025, director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
ITEM 6 EXHIBITS
The exhibits required to be filed as a part of this Report on Form 10-Q are listed in the Exhibit Index attached hereto, which is incorporated herein by reference.
(1) Exhibits filed as part of this Report:
See Exhibits for which the Exhibit number is noted with an asterisk on the Exhibit Index attached hereto.
| Exhibit Number |
Exhibit |
|
| 10.1 | Note Amendment Agreement (incorporated by reference to Exhibit 10.1 on Form 8-K file August 12, 2025) | |
| 10.2 | Note Amendment Agreement (incorporated by reference to Exhibit 10.2 on Form 8-K file August 12, 2025) | |
| 10.3 | Note Amendment Agreement (incorporated by reference to Exhibit 10.3 on Form 8-K file August 12, 2025) | |
| 10.4 | Omnibus Common Stock Purchase Second Warrant Amendment (incorporated by reference to Exhibit 10.4 on Form 8-K file August 12, 2025) | |
| 10.5 | Common Stock Purchase Second Warrant Amendment (incorporated by reference to Exhibit 10.5 on Form 8-K file August 12, 2025) | |
| 10.6 | Payoff Letter Agreement (incorporated by reference to Exhibit 10.6 on Form 8-K file August 12, 2025) | |
| 10.7 | Underwriting Agreement (incorporated by reference to Exhibit 1.1 on Form 8-K file August 14, 2025) | |
| 10.8 | Underwriter's Purchase Warrant (incorporated by reference to Exhibit 4.1 on Form 8-K file August 14, 2025) | |
| 31.1* |
Certification of Principal Executive Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
|
| 31.2* | Certification of Principal Executive Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | |
| 32.1* |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
| 32.2* | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 95* |
Mine Safety Disclosures. |
|
| 101* |
Interactive Data File (Quarterly Report on Form 10-Q, for the periods ended September 30, 2025, furnished in iXBRL (Inline eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024, (ii) the Condensed Consolidated Statements of Operations for the three and nine-months ended September 30, 2025 and 2024, (iii) the Condensed Consolidated Statements of Changes in Equity for the three and nine-months ended September 30, 2025 and 2024, (iv) the Condensed Consolidated Statements of Cash Flows for nine-months ended September 30, 2025 and 2024 and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 |
* Filed herewith.
# Management contract or compensatory plan.
The SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the date indicated.
| COMSTOCK INC. |
| By: /s/ CORRADO DE GASPERIS |
| CORRADO DE GASPERIS |
| Executive Chairman |
| Chief Executive Officer |
| (Principal Executive Officer) |
|
|
| Date: October 30, 2025 |
| By: /s/ JUDD MERRILL |
| JUDD MERRILL |
| Chief Financial Officer |
| (Principal Financial Officer) |
|
|
| Date: October 30, 2025 |
FAQ
How did Comstock (LODE) perform in Q3 2025?
What is Comstock’s cash balance as of September 30, 2025?
What financing did Comstock complete year-to-date 2025?
What is the status of the Marathon SAFE Note for Comstock (LODE)?
How many Comstock shares were outstanding?
Did Comstock execute a reverse stock split in 2025?
What are Comstock’s assets and equity levels?
