Comstock Q3 2026 net loss narrows to $753K
The solar recycling facility entered continuous service as Great Basin collateral requirements are expected to rise through 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Comstock Inc. (LODE) reported third-quarter 2026 revenue of $367,251, versus $54,079 in 2025, and net loss of $753,455 versus $12,888,336. For the first nine months, revenue was $953,531 versus $1,179,440, while net loss was $35,605,273 versus $29,809,210; operating cash used was $25,323,874 versus $18,486,753.
Cash and equivalents were $39,454,853 at September 30, 2026, versus $16,951,645 at December 31, 2025. Common-stock issuance generated $60,979,181 in financing cash during the nine months. The first industry-scale solar panel recycling facility entered continuous service in the third quarter. The company recorded a $13,648,042 Fuels Segment technology impairment and a $15,418,476 gain on property, mineral and royalty-right sales.
Great Basin surety is expected to reach approximately $39.0 million by December 31, 2026, and $54.0 million by December 31, 2027. Comstock had deposited $4.0 million in escrow at September 30 and another $2.0 million on October 9, reducing incremental funding needs to approximately $19 million. Management believes existing and expected sources will be sufficient for operations and commitments for the 12 months following issuance.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue was $367,251, versus $54,079 in 2025.
- Moderate pointThird-quarter net loss narrowed to $753,455 from $12,888,336.
Negative
- Moderate pointNine-month revenue declined to $953,531 from $1,179,440.
- Moderate pointNine-month net loss widened to $35,605,273 from $29,809,210.
- Moderate pointNine-month operating cash use was $25,323,874, versus $18,486,753.
Filing Explained
Existing holders had already been diluted; further ATM sales and incentive-plan shares remained possible, not automatic.
This Form 10-Q shows Comstock had 75,993,047 common shares outstanding on
At
The 2026 equity incentive plan also had 4,948,529 shares available for future issuance on
Key Figures
Key Terms
equity method financial
variable interest entity financial
cashless exercise financial
deferred revenue financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue did LODE report for the third quarter of 2026?
What was LODE's net loss for the first nine months of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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) | ||
| 117 American Flat Road, Virginia City, NV 89440 | ||
| (Former address, if changed since last report) | ||
| 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 November 2, 2026 was |
This page intentionally left blank.
COMSTOCK INC.
FORM 10-Q
FOR THE QUARTERLY PERIODS ENDED September 30, 2026 and 2025
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 |
9 |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
11 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
34 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
41 |
| Item 4. Controls and Procedures. |
41 |
| PART II – OTHER INFORMATION |
|
| Item 1. Legal Proceedings. |
42 |
| Item 1A. Risk Factors. |
42 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
42 |
| Item 3. Defaults Upon Senior Securities. |
42 |
| Item 4. Mine Safety Disclosures. |
43 |
| Item 5. Other Information. |
43 |
| Item 6. Exhibits. |
43 |
| Signatures |
44 |
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 acquisitions; divestitures, spin-offs or similar distribution transactions, future changes in our research, development 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; including the receipt of remaining consideration from the sale of our former mining business, 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 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global geopolitical, socio-economic and capital market uncertainties; difficulties involved in developing renewable, and/or clean energy technologies, hazards and uncertainties associated with hazardous material and metal recycling, processing activities and aluminum, cadmium, copper, silica, silver, steel, and other metal and materials recycling, including operational or technical difficulties in connection with metal recycling or material processing; 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 advanced materials extraction development, 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 transactions, joint ventures, strategic alliances, collaborative research and development agreements, 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 silver or certain other commodities (such as aluminum, cadmium, copper, glass, silica, steel, and other metal and materials, natural gas, 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 secure bonding or capital for bonding for our business development plans, potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, electricity, natural gas, 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 I - FINANCIAL INFORMATION
Item 1. Financial Statements
COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| September 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Assets held for sale (Note 5) | ||||||||
| Derivative assets (Note 12) | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current Assets: | ||||||||
| Restricted cash (Note 9) | ||||||||
| Investments (Note 3) | ||||||||
| Properties, plant and equipment, net (Note 5) | ||||||||
| Mineral rights and properties (Note 2) | ||||||||
| Deposits | ||||||||
| Reclamation bond deposit | ||||||||
| Long-term receivable, notes receivable and advances (Note 4) | ||||||||
| Intangible assets, net and goodwill (Note 6) | ||||||||
| Finance lease - right of use asset, net (Note 8) | ||||||||
| Operating lease - right of use asset, net (Note 8) | ||||||||
| Other 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, 2026 | December 31, 2025 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other liabilities (Note 7) | ||||||||
| Deferred revenue (Note 13) | ||||||||
| Operating lease - right of use lease liability (Note 8) | ||||||||
| Derivative liabilities (Note 12) | ||||||||
| Deferred liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term Liabilities: | ||||||||
| Operating lease - right of use lease liability (Note 8) | ||||||||
| Deferred revenue (Note 13) | ||||||||
| Marathon Simple Agreement for Future Equity (“SAFE”) Note (Note 12) | ||||||||
| Flux Photon payable (Note 16) | ||||||||
| Other liabilities | ||||||||
| Reclamation liability | ||||||||
| Finance lease - right of use lease liability (Note 8) | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Notes 9 and 16) | ||||||||
| Stockholders' Equity: | ||||||||
| Preferred stock $ par value, shares authorized, shares outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding at September 30, 2026 and December 31, 2025, 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, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Loss on intangible assets impairment (Note 6) | ||||||||||||||||
| Loss on property, plant and equipment impairment (Note 5) | ||||||||||||||||
| Gain on sales of properties, mineral and royalty rights (Note 2) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Loss on investments (Note 12) | ( | ) | ( | ) | ||||||||||||
| Loss on investment impairment (Note 3) | ( | ) | ||||||||||||||
| Loss on sale of note receivable (Note 4) | ( | ) | ||||||||||||||
| Change in fair value of derivative instruments (Note 12) | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain (loss) on conversion of debt | ( | ) | ||||||||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ||||||||||||
| Gain on extinguishment of liability | ||||||||||||||||
| Change in fair value of SAFE Note (Note 12) | ||||||||||||||||
| 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 | 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 - debt issuance costs | ||||||||||||||||||||||||
| Issuance of common stock - debt and accrued interest | ||||||||||||||||||||||||
| Issuance of common stock - interest payments | ||||||||||||||||||||||||
| Issuance of common stock - AST amendment | ||||||||||||||||||||||||
| Issuance of common stock - LINICO acquisition-related commitment | ||||||||||||||||||||||||
| Adjustment for fractional shares - reverse split | — | — | — | — | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - March 31, 2025 | ( | ) | ||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||
| Issuance of common stock - debt and accrued interest | ||||||||||||||||||||||||
| Issuance of common stock - interest payments | ||||||||||||||||||||||||
| Issuance of common stock - Haywood amendment | ||||||||||||||||||||||||
| Issuance of common stock - Flux Photon amendment | ||||||||||||||||||||||||
| Non-controlling interest of shares in subsidiary for CP Series A investment | — | |||||||||||||||||||||||
| Non-controlling interest of shares in subsidiary for Founder's Group shares | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - June 30, 2025 | ( | ) | ||||||||||||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||||||
| Common stock issuance costs | — | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of common stock - Northern Comstock LLC for mineral rights | ||||||||||||||||||||||||
| Issuance of common stock - debt and accrued interest | ||||||||||||||||||||||||
| Issuance of common stock - interest payments | ||||||||||||||||||||||||
| Issuance of common stock - debt payment | ||||||||||||||||||||||||
| Warrant modification - debt amendments | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| BALANCE - January 1, 2026 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||||||
| Common stock issuance costs | — | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of common stock - director fees | ||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - March 31, 2026 | ( | ) | ||||||||||||||||||||||
| Issuance of common stock - Flux Photon agreement | ||||||||||||||||||||||||
| Issuance of common stock - director fees | ||||||||||||||||||||||||
| Stock-based compensation - employees | — | |||||||||||||||||||||||
| Issuance of common stock - cashless warrant exercise | ( | ) | ||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - June 30, 2026 | ( | ) | ||||||||||||||||||||||
| Issuance of common stock - director fees | ||||||||||||||||||||||||
| Stock-based compensation - employees | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| BALANCE - September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
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, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Accretion of interest | ||||||||
| Accretion of reclamation liability | ||||||||
| Gain on sales of properties, mineral and royalty rights | ( | ) | ( | ) | ||||
| Loss on intangible assets impairment | ||||||||
| Loss on property, plant and equipment impairment | ||||||||
| Loss on sale of note receivable | ||||||||
| Loss on investment impairment | ||||||||
| Director stock-based compensation | ||||||||
| Employee stock-based compensation | ||||||||
| Loss on investments | ||||||||
| Gain on Tulsa lease cancellation | ( | ) | ||||||
| Change in fair value of derivative instruments | ( | ) | ||||||
| Change in fair value of SAFE Note | ( | ) | ( | ) | ||||
| Share of net loss of equity-method investments | ||||||||
| Amortization of debt discount and other debt-related items | ||||||||
| Interest expense paid with common stock | ||||||||
| Research and development expense paid with common stock | ||||||||
| Gain on extinguishment of liability | ( | ) | ||||||
| Loss on conversion of debt | ||||||||
| Loss on debt extinguishment | ||||||||
| Other | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Deposits | ( | ) | ||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Deferred revenue | ||||||||
| Flux Photon payable | ( | ) | ||||||
| Other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of properties, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds received from sale of properties, royalty and mineral rights | ||||||||
| Escrow deposit paid into Escrow for Great Basin Guaranty | ( | ) | ||||||
| Advances to SSOF | ( | ) | ( | ) | ||||
| Investment in SSOF | ( | ) | ( | ) | ||||
| Proceeds from the sale of note receivable | ||||||||
| Proceeds received from derivative contractual commitments | ||||||||
| Payments on derivative contractual commitments | ( | ) | ( | ) | ||||
| Payment of reclamation bond deposit | ( | ) | ( | ) | ||||
| Deposits paid on equipment | ( | ) | ||||||
| Acquisition of intangible asset | ( | ) | ||||||
| Funding of RenFuel note receivable | ( | ) | ||||||
| Investment in Hexas SAFE Note | ( | ) | ||||||
| Other investing activities | ( | ) | ( | ) | ||||
| 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 common stock issuance | ||||||||
| Common stock issuance costs | ( | ) | ( | ) | ||||
| Principal payments on financing leases | ( | ) | ( | ) | ||||
| Issuances of convertible debt | ||||||||
| Principal payments of debt | ( | ) | ||||||
| Proceeds from the issuance of equity in subsidiary | ||||||||
| 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: | ||||||||
| SSOF advances converted to equity investment | $ | $ | ||||||
| Deposits on equipment applied to property, plant and equipment | ||||||||
| Issuance of common stock for Flux Photon liability | ||||||||
| Investment shares received on sales of properties, mineral and royalty rights | ||||||||
| Recognition of lease liability and right of use asset | ||||||||
| Recognition of long-term receivable | ||||||||
| Right-of-use asset applied to property, plant and equipment | ||||||||
| Issuance of common stock for director compensation | ||||||||
| Recognition of Great Basin guaranty asset and liability | ||||||||
| SSOF accrued interest converted to equity investment | ||||||||
| Issuance of common stock for debt conversion and accrued interest | ||||||||
| Issuance of common stock for promissory note settlement | ||||||||
| Issuance of common stock for Northern Comstock LLC mineral rights payments | ||||||||
| Issuance of common stock for Haywood lease amendment | ||||||||
| Issuance of common stock for AST lease amendment | ||||||||
| Issuance of common stock for LINICO acquisition-related payable | ||||||||
| Intangible asset acquired with common stock issued for Flux Photon amendment | ||||||||
| Intangible asset acquired with derivative liability for Flux Photon amendment | ||||||||
| Intangible asset acquired with issuance of equity in subsidiary | ||||||||
| 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 | ||||||||
| Acquisition of plant and equipment from Marathon SAFE Note | ||||||||
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 commercializes innovative technologies, systems and industrial supply chains that enable, extract, process, and convert under-utilized waste and natural resources that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting the under-utilized resources into reusable metals, like silver, aluminum, and other critical minerals, primarily from end-of-life photovoltaics and renewable fuels, chemicals and animal feedstocks, primarily derived from proprietary crops and other woody biomasses for energy.
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 owned and majority owned subsidiaries. All 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, 2025. Accordingly, operating results for the three and nine-months ended September 30, 2026 may not be indicative of full year 2026 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, 2026, and our results of operations and changes in equity for the three and nine-months ended September 30, 2026 and 2025, and our cash flows for the nine-months ended September 30, 2026 and 2025.
GUARANTEES
The Company recognizes guarantee obligations as liabilities at the time the guarantee is contractually executed and are initially measured at fair value, reflecting the Company’s noncontingent obligation to stand ready to perform under the guarantee. The guaranteed obligations remain outstanding until the Company is released from its exposure under the guarantee, which generally occurs upon expiration or settlement of the guarantee.
STOCK-BASED COMPENSATION
The Company has granted stock-based incentive awards in the form of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) to its employees and service providers pursuant to its 2026 Equity Incentive Plan. Stock-based awards to employees and non-employees are measured and recognized based on the grant date fair value of the awards. For employee awards, the expense is recognized on a straight-line basis over the requisite service period, which is generally the period from the accounting grant date to the end of the probable vesting period. For non-employee awards, the expense for awards that actually vest is recognized based on when the goods or services are provided. The Company recognizes compensation expense for stock-based awards with graded vesting that require only service on a straight-line basis over the requisite service period. The Company applies this policy consistently to all awards with similar vesting features. Stock-based compensation expense is recognized within Selling, General and Administrative Expenses, Research and Development and Cost of Goods Sold in the condensed consolidated statements of operations. The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. For awards that include market conditions, the effect of the market condition is incorporated into the grant-date fair value of the award using an appropriate valuation technique. Compensation expense for these awards is recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the applicable service condition is met. Accordingly, no subsequent adjustment to compensation expense is made based on the actual outcome of the market condition.
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 $
At September 30, 2026, the Company has
RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the 2026 financial statement presentation. Reclassifications had no effect on net income (loss), cash flows, or stockholders' equity as previously reported.
RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 DIVESTITURE AND ACQUISITION
Sale of Mineral Rights and Properties
Our mineral rights and properties at September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Comstock Mineral Estate | $ | $ | ||||||
| Other mineral properties | ||||||||
| Water rights | ||||||||
| Total mineral rights and properties | $ | $ | ||||||
The Comstock Mineral Estate included all of the Company's former resource areas and exploration targets that were all sold on August 21, 2026. During the nine-months ended September 30, 2026 and 2025, we did record any depletion expense, as none of the mineral properties that were previously owned were in production. Our prior mineral exploration and mining lease payments have all been classified as selling, general and administrative expenses in the condensed consolidated statements of operations.
Initial Sale of Certain Mining Assets and Related Mining Entity
On December 18, 2024 and amended on June 6, 2025, 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 $
Subsequent Sale of the Remaining Mining Assets and Related Mining Entities
On June 21, 2026 (the “Effective Date”), and amended on August 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mackay and Mackay Gold & Silver Corp. (“Mackay Parent”), pursuant to which the Company agreed to sell all of its rights, titles, and interest in and to the
The aggregate purchase price for the Acquired Interests consists of the following:
| • | $ |
| • | |
| • | $ |
| • | Assumption of all of the Acquired Entities reclamation obligations and the associated surety bond deposits and collateral; |
| • | A contingent payment of $ |
| • | A |
Mackay retained the right to repurchase
On August 14, 2026, the TSX Venture Exchange approved the proposed transaction with Mackay. On August 21, 2026, the Company and Mackay entered into an Assignment of Collateral Rights and Direction Agreement (the “Assignment Agreement”) to assign the security interest in the surety bond for the reclamation obligations of the Acquired Entities. On August 21, 2026, the Company and Mackay completed the transaction as the Company sold the Acquired Interests and Acquired Entities to Mackay, and received the Initial Payment and First Tranche Payment.
In connection with this transaction, the Company recognized a gain on sale of properties and mineral rights of $
| Consideration | Date | Fair Value of Consideration | ||||
| Cash | August 21, 2026 | $ | ||||
| Restricted shares of Mackay Parent common stock ( shares at $) | August 21, 2026 | |||||
| Mackay receivable, net of discount - cash or stock consideration | ||||||
| Total consideration | $ | |||||
| Carrying Values on Date of Transaction | Carrying Value | |||||
| Mineral properties and water rights | $ | |||||
| Properties, plant and equipment, net | ||||||
| Reclamation bond deposit | ||||||
| Other assets | ||||||
| Reclamation liability | ( | ) | ||||
| Other liabilities | ( | ) | ||||
| Total carrying value | $ | |||||
| Direct transaction costs | ||||||
| Gain on sale of properties and mineral rights | $ | |||||
Together with a $
The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate of twelve percent (
The Purchase Agreement includes a non-compete wherein the Company and its affiliates cannot acquire any interest in any property or other rights within 5 miles of the Acquired Entities’ properties being purchased. The Acquired Entities have reclamation obligations and associated reclamation and surety bond deposits and collateral which are being assumed by Mackay as part of the Purchase Agreement.
Acquisition of Hexas Biomass Inc.
On December 4, 2025, the Company's majority-owned subsidiary, Bioleum, and the shareholders of Hexas Biomass Inc. (“Hexas”) entered into a Stock Purchase Agreement to acquire
The pro forma financial information below represents the combined results of operations for the three and nine-months ended September 30, 2025, as if the acquisition had occurred on January 1, 2025.
| Three-Months Ended | Nine-Months Ended | |||||||
| September 30, 2025 | September 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
The pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.
NOTE 3 INVESTMENTS
At September 30, 2026 and December 31, 2025, our investments include:
| September 30, 2026 | December 31, 2025 | |||||||||||||||
| Equity Method Investments: | Investment | Ownership % | Investment | Ownership % | ||||||||||||
| Sierra Springs Opportunity Fund, Inc. | $ | % | $ | % | ||||||||||||
| Investment in research and development company | % | % | ||||||||||||||
| Total equity method investments | ||||||||||||||||
| Equity Securities at Fair Value: | ||||||||||||||||
| Mackay Gold & Silver Corp. | ||||||||||||||||
| Measurement Alternative Investments: | ||||||||||||||||
| Green Li-ion Pte. LTD | % | % | ||||||||||||||
| Total Investments | $ | $ | ||||||||||||||
Summary financial information for affiliated companies 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, 2026 | September 30, 2025 | |||||||
| Revenues | $ | $ | ||||||
| Gross Profit | $ | $ | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to Comstock Inc. | $ | ( | ) | $ | ( | ) | ||
Investment in Sierra Springs Opportunity Fund, Inc. (“SSOF”)
From 2019 through December 31, 2025, the Company invested $
At December 31, 2025, the Company had an advance to SSOF of $
In connection with the increase in percentage ownership, management reassessed the accounting for its variable interest in SSOF and its primary beneficiaries. The Company concluded that SSOF continues to be a variable interest entity (“VIE”) interest and that it is not the primary beneficiary of SSOF since the Company does not have the power, individually or together with its related parties, to direct the significant economic activities of SSOF. Accordingly, SSOF is not consolidated, and the Company accounts for its investment in SSOF under the equity method. At September 30, 2026, the Company's maximum loss exposure in SSOF is limited to its investment of $
On March 1, 2024, the Company entered into a Securities Purchase Agreement with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $
At September 30, 2026, the future remaining payments on the investment purchase, net of implied interest, totaled $
During the nine-months ended September 30, 2026 and 2025, the Company has made any additional payments to the Developer. In the second quarter of 2026, we concluded that our investment in the Developer was fully impaired and as a result, the Company recorded an impairment loss of $
Investment in Green Li-ion Pte. LTD (“Green Li-ion”)
NOTE 4 LONG-TERM RECEIVABLE, NOTES RECEIVABLE AND ADVANCES
Long-term receivable, notes receivable and advances at September 30, 2026 and December 31, 2025 include:
| September 30, 2026 | December 31, 2025 | |||||||
| Mackay long-term receivable (Note 2) | $ | $ | ||||||
| Unamortized discount for implied interest | ( | ) | ||||||
| Mackay long-term receivable, net of discount | $ | $ | ||||||
| Sierra Springs advances receivable | ||||||||
| Daney Ranch note receivable | ||||||||
| Total notes receivable and advances | $ | $ | ||||||
Advances to Sierra Springs Opportunity Fund, Inc.
At December 31, 2025, the Company had advances to SSOF of $
Daney Ranch
On August 19, 2022, the Company sold the Daney Ranch and issued a
NOTE 5 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS
Properties, plant and equipment at September 30, 2026 and December 31, 2025 include the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Property, plant and equipment for solar panel recycling | $ | $ | ||||||
| Property, plant and equipment for renewable fuels processing | ||||||||
| Property, plant and equipment for mineral processing | ||||||||
| Land | ||||||||
| Real property leased to third parties | ||||||||
| Construction in process | ||||||||
| Other property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total properties, plant and equipment, net | $ | $ | ||||||
As of September 30, 2026, all equipment for the Company’s first industry-scale solar panel recycling facility (Serial #001) has been received, installed, commissioned and placed into continuous service during the third quarter of 2026.
During the three-months ended September 30, 2026 and 2025, the Company recognized depreciation expense of $
For the nine-months ended September 30, 2026, the Company recorded an impairment loss of $
Assets Held for Sale
In the third quarter of 2026, the Company committed to explore a sale of certain industrial and commercial land and water rights located in Lyon County, Nevada. These assets are held by two wholly owned subsidiaries of the Company and the Company is exploring monetizing these assets through an asset exchange, not a cash sale. The Company would transfer its ownership interest in these entities and in return, would receive SSOF’s ownership interests in the entities that own the 600 and 800 Lake properties in Silver Springs, Nevada, plus additional equity in SSOF, who then plans on exploring monetization of the aggregated powered land portfolio. The Company currently leases these properties from SSOF for its Metals operations (see Note 8). SSOF is a related party of the Company (see Note 16).
The wholly owned subsidiaries of the Company hold no assets other than the land and water rights and have no third-party liabilities. Accordingly, no liabilities are classified as held for sale.
The land and water right asset balances have a carrying amount of $
| Assets held for sale | September 30, 2026 | |||
| Properties, plant and equipment, net - land | $ | |||
| Mineral rights - water rights | ||||
| Total assets held for sale | $ | |||
NOTE 6 INTANGIBLE ASSETS, NET AND GOODWILL
The Company’s intangible assets at September 30, 2026 and December 31, 2025 include the following:
| Estimated | |||||||||||
| Economic Life | |||||||||||
| Description | (in years) | September 30, 2026 | December 31, 2025 | ||||||||
| Developed technologies | $ | $ | |||||||||
| License agreements | |||||||||||
| Distribution agreements | |||||||||||
| Accumulated amortization | ( | ) | ( | ) | |||||||
| Intangible assets, net | $ | $ | |||||||||
Accumulated amortization as of September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Developed technologies | $ | $ | ||||||
| License agreements | ||||||||
| Distribution agreements | ||||||||
| Accumulated amortization | $ | $ | ||||||
For the three-months ended September 30, 2026 and 2025, amortization expense related to intangible assets was $
Future minimum amortization expense is as follows at September 30, 2026:
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ |
Changes in the intangible and goodwill asset balances and associated accumulated amortizations for the nine-months ended September 30, 2026 and 2025, are presented below:
| As of December 31, 2025 | Additions | Impairment | Amortization | As of September 30, 2026 | ||||||||||||||||
| Intangible assets | $ | $ | $ | ( | ) | $ | — | $ | ||||||||||||
| Accumulated amortization | ( | ) | — | ( | ) | ( | ) | |||||||||||||
| Goodwill | — | |||||||||||||||||||
| Total intangible assets, net and goodwill | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| As of December 31, 2024 | Additions | Impairment | Amortization | As of September 30, 2025 | ||||||||||||||||
| Intangible assets | $ | $ | $ | ( | ) | $ | — | $ | ||||||||||||
| Accumulated amortization | ( | ) | — | ( | ) | ( | ) | |||||||||||||
| Total intangible assets, net | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
All intangible assets and goodwill are associated with our Fuels Segment.
During the second quarter of 2026, the Company concluded that its plans for advanced lignocellulosic biomass and other decarbonizing solutions no longer considered the use of certain Flux Photon and Fenix developed technologies, acquired in 2021 and 2025, relevant. As a result, the Company determined that the carrying amount of the related developed technology intangible assets was not recoverable and recorded loss on intangible asset impairment of $
NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT
Accrued expenses and current other liabilities at September 30, 2026 and December 31, 2025 consisted of the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Payable to research and development company - current | $ | $ | ||||||
| Accrued payroll costs | ||||||||
| Payable to Flux Photon - current (see Note 16) | ||||||||
| Accrued vendor liabilities | ||||||||
| Accrued incentive compensation | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expenses and other liabilities | $ | $ | ||||||
Payable to Research and Development Company (see Note 3)
For the three-months ended September 30, 2026 and September 30, 2025, the Company recognized interest expense of $
Accrued Incentive Compensation
On June 15, 2026, the Compensation Committee of the Board of Directors of the Company approved the Company's 2026 performance objective-based cash incentive compensation plan (the “2026 Incentive Plan”) for all employees of the Company. The 2026 Incentive Plan is an annual plan, and payouts depend on achieving specified, weighted performance objectives during the performance period from January 1, 2026 through December 31, 2026. The maximum aggregate payout under the 2026 Incentive Plan is approximately $
NOTE 8 LEASES
| Three-Months Ended | Nine-Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||
| Finance lease expense: | ||||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Total lease expense | $ | $ | $ | $ | ||||||||||||
| Other information: | ||||||||||||||||
| Operating cash flows used in operating leases | $ | $ | $ | $ | ||||||||||||
| Short-term operating lease expense | $ | $ | $ | $ | ||||||||||||
The Company has the following weighted average remaining finance and operating lease terms and discount rates:
| September 30, 2026 | September 30, 2025 | |||||||
| 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 | % | % | ||||||
Operating Leases
On September 1, 2026, the Company, as lessee, signed a Lease Agreement (the “Corporate Office Lease”) with Brander Investments LLC to lease a building located at 500 Damonte Ranch Parkway, Suite 980 in Reno, Nevada. The Corporate Office Lease commenced on September 1, 2026, and has an initial term of years and one month, expiring September 30, 2029. The Corporate Office Lease provides the Company with consecutive -year renewal options, each carrying a
Comstock Metals
On December 10, 2025, the Company, as lessee, signed a lease agreement (the “CA Commercial Lease”) with the lessor to lease land and premises located at 10210 Idaho Ave, Hanford, CA. In February 2026 all required permits were secured which triggered an increase in the right-of-use asset and lease liability of $
On March 1, 2026, the Company assumed an existing lease with Ren Fuel K2B Snowco AB, as lessee, for hydrotreating equipment with lessor. The lease agreement (the “RenFuel Equipment Lease”) had an original lease term of five years commencing on June 2, 2024. Under the lease, rental expense is $
Sierra Clean Processing LLC (“SCP”)
On August 15, 2023, the Company, as lessee, signed a real estate and demonstration scale building lease agreement with SCP to lease certain real property and improvements located at the 600 Lake Avenue, Silver Springs, Nevada. For the three-months ended September 30, 2026 and 2025, the operating lease expense was $
On July 1, 2024, the Company, as lessee, signed a real estate and building lease agreement (the “SCP Lease II”) with SCP to lease the industrial scale real property and improvements located at 600 Lake Avenue in Silver Springs, Nevada. Under the SCP Lease II, rent payments were $
On November 1, 2025, the Company, as lessee, signed a storage lease agreement (the “SCP Storage Lease”) with SCP to lease premises located at 800 Lake Avenue in Silver Springs, Nevada. Under the SCP Storage Lease, rent payments of $
The Company's chief executive officer is an executive and director of SCP, a 100% owned subsidiary of SSOF.
Bioleum
On August 14, 2025, the Company, as lessee, signed a lease agreement (the “Tulsa Commercial Lease”) with Tulsa Airports Improvement Trust to lease commercial land for development located in Tulsa, OK commencing on September 1, 2025. Under the lease, rental expense starts at $
Finance Lease
Navitas
On March 11, 2026, the Company, as lessee, signed a security equipment lease agreement (the “Security Equipment Lease”) with lessor to lease security system equipment located at 600 Lake Avenue, Silver Springs, NV. The Security Equipment Lease is under a -month term commencing on March 15, 2026 at $
Minimum lease payments by the Company by fiscal year for the operating and finance leases are as follows:
| Operating Leases | Finance Leases | ||||||||
| For the remainder of 2026 | $ | $ | |||||||
| 2027 | |||||||||
| 2028 | |||||||||
| 2029 | |||||||||
| 2030 | |||||||||
| Thereafter | |||||||||
| Total lease payments | |||||||||
| Less: imputed interest | ( | ) | ( | ) | |||||
| Present value of lease liabilities | $ | $ | |||||||
| Lease liabilities - current | $ | $ | |||||||
| Lease liabilities - noncurrent | $ | $ | |||||||
NOTE 9 COMMITMENTS AND CONTINGENCIES
GREAT BASIN PRECEDENT AGREEMENT
On November 29, 2025, the Company and Great Basin Gas Transmission Company (“Great Basin”) entered into a Precedent Agreement for Great Basin to construct and install pipelines and appurtenant facilities (“Expansion Facilities”) to our properties in Silver Springs Nevada anticipated to be completed by November 2028. Upon approval by the Federal Energy Regulatory Commission (“FERC”) authorizing the construction of the Expansion Facilities and prior to commencing construction, Great Basin will tender a Transportation Service Agreement to the Company. The Transportation Service Agreement will be for a term of years beginning on November 1, 2028 with a daily reserve capacity of
Under the Precedent Agreement and a related guaranty executed on March 31, 2026 (the “Great Basin Guaranty”), the Company has guaranteed the performance of its obligations, including potential reimbursement of its proportionate share of certain project development costs, in the event of specified termination or default events outside of the Company's control. To secure its obligations under the Great Basin Guaranty, the Company is required to provide credit support in the form of a phased surety arrangement, which is collateralized through an escrow account. The surety amount increases over time and is expected to reach approximately $
INVESTMENTS IN LICENSED TECHNOLOGY
National Laboratory of the Rockies (“NLR”)
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”) NLR (formerly known as the National Renewable Energy Laboratory). The agreement provides that the Company fund the research and development which includes the use of its pilot equipment and laboratories located in Madison, Wisconsin. The ongoing funding commitment during 2026, and 2027 is $
On October 1, 2024, the Company entered into an exclusive licensing agreement with the same parties whereby the Company obtained exclusive license in existing or future patent rights associated with the research. Under this licensing agreement, the Company will pay a royalty fee equal to
| Minimum Annual Royalty | ||||
| For the remainder of 2026 | $ | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| 2030 | $ | |||
| Thereafter | $ | |||
The Company has sublicensing rights and will pay a royalty fee equal to
Metal Development Company
On March 4, 2026, the Company entered into a research and development sponsored research agreement (“SRA”) with a renewable metal development company to evaluate, bench and pilot test and ultimately process solar panel tailings concentrated for the recovery of critical metals and other materials. The agreement provides that the Company fund research, which includes the use of its facility and equipment in Silver Springs, Nevada, of up to approximately $
AST License Agreements
The Company is party to three license agreements (collectively, the “AST License Agreements”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain developed technologies of AST for use at three facilities in exchange for three facility-specific license fees of $
Marathon Petroleum Corporation
On February 28, 2025, a wholly owned subsidiary of the Company entered into a series of definitive agreements with Virent Inc. (“Virent”), for acquiring the former assets of Virent from Marathon, which have been assigned to Bioleum and involve the purchase of $
LITIGATION
Former Employees Complaint
On May 27, 2026, certain former employees and shareholders of Bioleum (collectively, the “Bioleum Plaintiffs”) filed a complaint in the District Court, Clark County, Nevada (Case No. A-26-947500-B) against the Company, Bioleum and the board of directors of Bioleum (the “Bioleum Complaint”). The Bioleum Complaint alleges that the Company fraudulently induced shareholders of Bioleum to approve charter amendments in order to seize control of Bioleum, appropriate value of the pre-revenue, renewable fuels technology development company from the Bioleum Plaintiffs and reverse the Bioleum separation completed in May 2025. The Bioleum Complaint asserts several causes of action, including: declaratory judgment (seeking to void charter amendments of Bioleum); breach of fiduciary duty against the Bioleum directors (both direct and derivative); breach of fiduciary duty and aiding and abetting breach of fiduciary duty against the Company; fraudulent inducement; breach of contract claims; breach of the implied covenant of good faith and fair dealing; and unjust enrichment. The Company believes the claims are without merit and intends to vigorously defend the matter. Management, after consultation with legal counsel, does not believe that a loss is probable since the proceeding is at an early stage and uncertainties inherent in the litigation. An adverse outcome could, however, have a material effect on the Company's financial position, results of operations, or cash flows. The Company is unable to estimate the amount or range of reasonably possible loss, if any.
Developer (see Note 3)
On March 1, 2024, the Company and the Developer entered into a 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, 2026 and 2025, the Company recorded $
On June 12, 2026, Magnesis Corporation, which is the Developer, filed a complaint in the United States District Court for the District of Nevada (Case No. 3:26-cv-00446) against the Company, Comstock IP Holdings LLC, Bioleum and Bioleum IP Holdings LLC (the “Developer Complaint”). The Developer Complaint alleges that the Company failed to pay its commitments for certain licenses with the Developer. The Developer Complaint asserts several causes of action: breach of contract; breach of the implied covenant of good faith and fair dealing; specific performance to compel assignment of intellectual property; declaratory relief, quiet title, and constructive trust; fraud; and promissory fraud. The Developer has terminated the agreements for material breach. The Company believes the claims are without merit and intends to vigorously defend the matter. Management, after consultation with legal counsel, does not believe that a loss is probable since the proceeding is at an early stage and uncertainties inherent in the litigation. An adverse outcome could, however, have a material effect on the Company's financial position, results of operations, or cash flows. The Company is unable to estimate the amount or range of reasonably possible loss, if any.
OTHER COMMITMENTS
The Company agreed to pay each of the independent directors a total of $
From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There are currently no other matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.
NOTE 10 EQUITY
Issuance of Registered Shares of Common Stock
2026 Issuances - For the nine-months ended September 30, 2026
From July 6, 2026 through July 8, 2026, the Company issued a total of
On May 15, 2026, the Company issued a total of
From April 6, 2026 through April 16, 2026, the Company issued a total of
On April 6, 2026, the Company issued Flux Photon
On January 28, 2026, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $
On January 5, 2026, the Company issued a total of
On November 21, 2025, the Company entered into an At the Market Offering Agreement (“2025 Titan ATM Agreement”) with Titan Partners to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $
2025 Issuances - For the nine-months ended September 30, 2025
On August 12, 2025, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $
On February 3, 2025, the Company issued
Issuance of Unregistered Shares of Common Stock
2025 Issuances - For the nine-months ended September 30, 2025
| Issuance Date | Issued To | Fair Value | Common Shares Issued | ||||||
| Various | Alvin Fund LLC (“Alvin Fund”) | $ | |||||||
| 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 | Decommissioning Services (“Haywood”) | $ | |||||||
| June 10, 2025 | Flux Photon Corporation (“Flux Photon”) | $ | |||||||
| May 13, 2025 | Private Placement | $ | |||||||
| March 20, 2025 | American Science & Technology Corp (“AST”) | $ | |||||||
| February 28, 2025 | Former LINICO CEO | $ | |||||||
| January 27, 2025 | Kips Bay Select LP | $ | |||||||
| Total common shares issued | |||||||||
Noncontrolling Interest
As of September 30, 2026, the liquidation preference of the Company’s Series 1 Convertible Preferred Shares exceeded Bioleum’s net assets, resulting in substantially all of Bioleum’s losses being attributed to the Company.
On February 23, 2026, holders of a majority of all the issued and outstanding convertible preferred stock of Bioleum authorized amended and restated articles of incorporation for Bioleum that (a) modified certain provisions of the articles that holders that made the Series 2 Preferred Stock that provided that the Series 2 Preferred Stock would convert into 20% of the as-converted common shares outstanding at all times prior to a Qualifying IPO or Deemed Liquidation Event (each as defined in such articles of incorporation), effectively eliminating the anti-dilution protection, and (b) removed the restriction prohibiting the conversion of the Company's Series 1 Preferred Stock into more than 9.9% of the as-converted common shares outstanding, effectively restoring all of the Company's voting rights. Management evaluated the amendment and determined that it represented a modification as opposed to an extinguishment of the existing preferred stock; accordingly, no gain or loss was recognized and the carrying amounts of the Series 1 and Series 2 Preferred Stock were not adjusted. The Company considered its consolidation conclusion and determined that Bioleum continues to be consolidated on the same basis as previously reported and the modifications did not constitute a reconsideration event.
Warrants
The following table summarizes warrant activity for the year ended December 31, 2025, and the nine-months ended September 30, 2026.
| Number of Warrants | Weighted-Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Expired or forfeited | — | — | ||||||
| Outstanding at December 31, 2025 | ||||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Expired or forfeited | — | — | ||||||
| Outstanding at September 30, 2026 | $ | |||||||
The following table summarizes warrants outstanding at September 30, 2026:
| Issuance | Number Outstanding | Exercise Price | Expiration Date | ||||||
| GHF, Inc. | $ | December 31, 2027 | |||||||
| Alvin Fund LLC | $ | December 31, 2027 | |||||||
| Underwriter Purchase Warrants | $ | August 12, 2030 | |||||||
| Underwriter Purchase Warrants | $ | January 28, 2031 | |||||||
| Total | $ | ||||||||
On May 15, 2026, the Company issued a total of
NOTE 11 STOCK-BASED COMPENSATION
On May 28, 2026, the Company adopted a new three-year, equity-based incentive plan (the “2026 Equity Incentive Plan”), which was approved by the Board of Directors and the shareholders of the Company. The 2026 Equity Incentive Plan is a long-term, equity-based incentive plan that allows for the issuance of stock-based compensation grants to key management, employees, directors, and consultants of the Company and its subsidiaries. To date, the Company has granted RSUs and PSUs (together, the “Awards”) under the 2026 Equity Incentive Plan. The RSUs generally vest based on continued service, while the PSUs contain service and market-performance-based vesting conditions, with vesting and payout dependent on the achievement of specified traded share price targets over the applicable performance period.
The maximum aggregate number of shares of the Company’s common stock approved and authorized for issuance under the 2026 Equity Incentive Plan is
Restricted Stock Units (“RSUs”)
One-third of the 2026 grants consist of time-based RSU awards that generally vest annually over a three-year service period. Awards are subject to risk of forfeiture until vested by virtue of continued Company employment or service.
The following is a summary of RSU activity during the period ended September 30, 2026:
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Unvested - December 31, 2025 | ||||||||
| Granted | $ | |||||||
| Vested | ||||||||
| Cancelled or Forfeited | ( | ) | ||||||
| Unvested - September 30, 2026 | $ | |||||||
For the three and nine-months ended September 30, 2026, the Company recorded a total stock‑based compensation expense of $
Performance Stock Units (“PSUs”)
Two-thirds of the 2026 grants are performance-based awards that are subject to the achievement of specified stock price performance conditions over defined periods, designed to reward appreciation measured relative to the Company’s stock price at grant. The number of units that may be earned varies based on the extent to which the Company’s stock price meets or exceeds pre-established thresholds, with the potential for above-target payouts upon achievement of higher stock price levels. These awards are also subject to continued service through the vesting dates.
The equity target appreciations for the base PSUs of the price per share of our common stock are $
The following is a summary of the PSU activity during the period ended September 30, 2026:
| Number of PSUs | Weighted Average Grant Date Fair Value | |||||||
| Unvested - December 31, 2025 | ||||||||
| Granted | $ | |||||||
| Vested | ||||||||
| Cancelled or Forfeited | ( | ) | ||||||
| Unvested - September 30, 2026 | $ | |||||||
For the three and nine-months ended September 30, 2026, the Company recorded a total stock‑based compensation expense of $
The fair value of the PSU is estimated using a Monte Carlo Simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity values were simulated. Each trial within the simulation includes assumptions of achieving a per share valuation level of the Company’s common stock to estimate whether the market-based conditions would be met and result in vesting or not, and the future value of the award.
For the nine-months ended September 30, 2026, the key inputs and assumptions used in the valuation of the PSUs were as follows:
| June 15, 2026 | ||||
| Fair value of common stock | $ | |||
| Weighted average expected term (years) | ||||
| Service period (years) | ||||
| Weighted average expected volatility | % | |||
| Risk-free interest rate | % | |||
| Dividend yield | ||||
NOTE 12 FAIR VALUE MEASUREMENTS
The following presents our assets and liabilities measured at fair value on a recurring basis at September 30, 2026:
| Fair Value Measurements at | ||||||||||||||||
| September 30, 2026 | ||||||||||||||||
| Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Investment in Mackay Parent | $ | $ | $ | $ | ||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Marathon SAFE Note | $ | $ | $ | $ | ||||||||||||
| Flux Photon derivative | ||||||||||||||||
|
| $ | $ | $ | $ | ||||||||||||
The following presents our assets and liabilities measured at fair value on a recurring basis at December 31, 2025:
| Fair Value Measurements at | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||
| Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Georges Trust derivative | $ | $ | $ | $ | ||||||||||||
| Alvin Fund derivative | ||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Marathon SAFE Note | $ | $ | $ | $ | ||||||||||||
|
| $ | $ | $ | $ | ||||||||||||
VALUATION METHODOLOGIES
The following are descriptions of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis and 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 present changes in our derivative assets and liabilities for the three and nine-months ended September 30, 2026 and 2025, measured at fair value:
| For the Three-Months Ended September 30, 2026 | ||||||||||||||||||||
| As of June 30, 2026 | (Additions) Deductions | Change in Fair Value | Proceeds Received and Payments Made for Change in Contractual Stock Consideration | As of September 30, 2026 | ||||||||||||||||
| Flux Photon derivative | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||
| Total derivative assets (liabilities) at fair value | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||
| For the Nine-Months Ended September 30, 2026 | ||||||||||||||||||||
| As of December 31, 2025 | (Additions) Deductions | Change in Fair Value | Proceeds Received and Payments Made for Change in Contractual Stock Consideration | As of September 30, 2026 | ||||||||||||||||
| Georges Trust derivative | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| Alvin Fund derivative | ( | ) | ||||||||||||||||||
| Flux Photon derivative | ( | ) | ( | ) | ||||||||||||||||
| Total derivative assets (liabilities) 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 | $ | ( | ) | $ | $ | $ | $ | |||||||||||||
| Flux Photon 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 | $ | $ | ( | ) | $ | $ | $ | |||||||||||||
| Flux Photon derivative | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Georges Trust derivative | ||||||||||||||||||||
| Alvin Fund derivative | ( | ) | ||||||||||||||||||
| LINICO acquisition-related payable derivative | ( | ) | ||||||||||||||||||
| AST derivative | ( | ) | ||||||||||||||||||
| Haywood derivative | ( | ) | ||||||||||||||||||
| Total derivative assets (liabilities) at fair value | $ | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||
At September 30, 2026 and December 31, 2025, the fair value of the derivative assets (Georges Trust, Alvin Fund) and derivative liability (Flux Photon) were based on a trading price of the Company’s shares of $
Georges Trust Derivative Instrument
On August 13, 2025, pursuant to that certain promissory note amendment, dated April 22, 2024, between GHF Inc. and the Company, the Company issued
On March 30, 2026, the Company and the Georges Trust entered into a Second Note Amendment Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the date by which the Company is required to pay any remaining balance due under the Note from April 15, 2026, to July 15, 2026 and increased the total consideration to $
In the second quarter of 2026, Georges Trust sold
At June 30, 2026, the Company fulfilled its commitment on the make-whole provision and the derivative liability.
Alvin Fund Derivative Instruments
On August 12, 2025, pursuant to that certain short-term promissory note, the Company issued
In the first quarter of 2026, Alvin Fund sold
At March 31, 2026, the Company fulfilled its commitment on the make-whole provision and the derivative liability.
Flux Photon Instrument
On April 6, 2026, the Company issued Flux Photon
Mackay Gold & Silver Corp. Investment
In connection with the sale of the mining entities, the Company received
Marathon SAFE Note Instrument
On February 28, 2025, a wholly owned subsidiary of the Company entered into a series of definitive agreements for acquiring the former assets of Virent from Marathon, which have been since been assigned to Bioleum and involve the purchase of Bioleum equity by Marathon as part of Bioleum’s planned Series A Financing (see Note 9).
As of February 28, 2025, the Company recognized the Marathon SAFE Note liability of $
For the nine-months ended September 30, 2026, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.
|
| Discount Rate |
|
|
|
|
|
For the nine-months ended September 30, 2025, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.
|
| Discount Rate |
|
|
|
|
|
Great Basin Guaranty
On March 31, 2026, the Company and Great Basin executed the Great Basin Guaranty (see Note 9). As of September 30, 2026, the Company recorded a guarantee liability of $
Other Financial Instruments
At September 30, 2026, the carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. The carrying amounts of restricted cash, which is held in an interest-bearing escrow account (see Note 9), and the reclamation bond deposit approximate fair value because they are held in cash or cash equivalents. The Mackay long-term receivable and the Flux Photon payable are recorded at their discounted present values (see Notes 2 and 16). Their carrying amounts approximate fair value because there has been no significant change in market interest rates since they were recorded.
NOTE 13 DEFERRED REVENUE
Comstock Metals
Recycling service revenue is deferred upon receipt of the photovoltaic panels from the customers and recognized upon completion of the services and the issuance of a certificate of destruction. The price for services is separately identifiable within each contract. Comstock Metals bills for recycling fees of which represents fees for recycling services that have not yet been completed and are recognized as deferred revenue.
Comstock Metals deferred revenue activity for the nine-months ended September 30, 2026 and for the year ended December 31, 2025 is as follows:
| September 30, 2026 | December 31, 2025 | |||||||
| Deferred revenue, beginning of period | $ | $ | ||||||
| Comstock Metals deferred revenue billed during the period | ||||||||
| Comstock Metals revenue recognized during the period | ( | ) | ( | ) | ||||
| Deferred revenue, end of period | $ | $ | ||||||
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; and |
| • | identifying an Oklahoma site for the construction of a next-generation renewable fuel refinery and securing that site. |
The Contract also provided for a third condition of $
Balances of Deferred Revenue at September 30, 2026 and December 31, 2025 are comprised of the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Comstock Metals deferred revenue - current | $ | $ | ||||||
| Award deferred revenue - current | ||||||||
| Other deferred revenue - current | ||||||||
| Total deferred revenue - current | $ | $ | ||||||
| Award deferred revenue - noncurrent | $ | $ | ||||||
For the three-months ended September 30, 2026 and September 30, 2025, the Company recognized grant income of $
NOTE 14 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. For the three and nine-months ended September 30, 2026 and 2025, all common stock equivalent shares, which is limited to outstanding warrants, RSUs and PSUs, are antidilutive (see Note 10 and 11).
The following presents the antidilutive warrants, RSUs and PSUs for the three and nine-months ended September 30, 2026 and 2025:
| Nine-Months Ended | |||
| September 30, 2026 | September 30, 2025 | ||
| Warrants | | | |
| RSU | | — | |
| PSU | | — | |
| Total | | | |
NOTE 15 SEGMENT REPORTING
We have the following and reporting units: Metals, Fuels, Strategic Investments and Corporate. On August 21, 2026, we completed the sale of our former mining entities and no longer report a Mining Segment. Historical results of the former Mining segment are presented below for the periods prior to the sale (see Note 2).
Summarized financial information for our reportable segments is provided below. For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer. For the Metals segment, our CODM is the President of Comstock Metals (“Metals President”). For our Fuels Segment, our CODM is the President of Bioleum. For the former Mining segment, our CODM was our chief financial officer (see Note 2).
The Company plans, executes and monitors each reporting segment with dedicated personnel responsible for each.
Our Metals Segment represents our business for the recycling of electrification products, primarily solar panels, into critical metals and other materials. Our Fuels Segment represents our business for growing lignocellulosic biomass and technologies for converting biomass into biointermediates and renewable fuels. Our Strategic Investments Segment includes our investments in SSOF and Green Li-ion and our Corporate Segment includes all other assets and general corporate costs. Our former Mining Segment included our gold and silver mining assets and related real estate (see Note 2) and the revenue from the Mining Segment is from leasing mineral claims and other real estate.
The Company’s total revenue for the three-months ended September 30, 2026, consisted of the following:
| Metals | Fuels | Strategic Investments | Corporate | Mining | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Recycling | ||||||||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company’s total revenue for the three-months ended September 30, 2025, consisted of the following:
| Metals | Fuels | Strategic Investments | Corporate | Mining | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Company’s total revenue for the nine-months ended September 30, 2026, consisted of the following:
| Metals | Fuels | Strategic Investments | Corporate | Mining | 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:
| Metals | Fuels | Strategic Investments | Corporate | Mining | Total | |||||||||||||||||||
| Mining and Real Estate | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Decommissioning Services | ||||||||||||||||||||||||
| Off-take | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
For the nine-months ended September 30, 2026, customers, Atlantic Iron & Metals and Illuminate, accounted for over 10% of our revenues. For the nine-months ended September 30, 2025, customer, RWE, accounted for over 10% of our revenues. At September 30, 2026, customers, Kiewit, Invenergy and Illuminate, each individually accounted for over 10% of our accounts receivable balance. At December 31, 2025, customer, RWE, accounted for over 10% of our accounts receivable balance. Comstock Metals had deferred revenue of $
| Three-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2026 | Metals | Fuels | Strategic Investments | Corporate | Total of Segments before Mining | Mining(1) | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Gain on sales of properties, mineral and royalty rights | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||
| Total other income (expense), net | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment gain | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) Mining segment - sold on August 21, 2026 (see Note 2) | ||||||||||||||||||||||||||||
| Three-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2025 | Metals | Fuels | Strategic Investments | Corporate | Total of Segments before Mining | Mining(1) | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss on intangible assets impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss on property, plant and equipment impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Total other income (expense), net | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment loss | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) Mining segment - sold on August 21, 2026 (see Note 2) | ||||||||||||||||||||||||||||
| Nine-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2026 | Metals | Fuels | Strategic Investments | Corporate | Total of Segments before Mining | Mining(1) | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss on intangible assets impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss on property, plant and equipment impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Gain on sales of properties, mineral and royalty rights | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Total other income (expense), net | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment loss | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) Mining segment - sold on August 21, 2026 (see Note 2) | ||||||||||||||||||||||||||||
| Nine-Months Ended | ||||||||||||||||||||||||||||
| September 30, 2025 | Metals | Fuels | Strategic Investments | Corporate | Total of Segments before Mining | Mining(1) | Consolidated | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Selling and marketing | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| General and administrative | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Research and development | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss on intangible assets impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loss on property, plant and equipment impairment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Gain on sales of properties, mineral and royalty rights | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Total other income (expense), net | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| Interest Expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Equity method investment loss | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Acquisitions to intangible assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) Mining segment - sold on August 21, 2026 (see Note 2) | ||||||||||||||||||||||||||||
| As of September 30, 2026 | Metals | Fuels | Strategic Investments | Corporate | Total of Segments before Mining | Mining(1) | Consolidated | |||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Accounts receivable | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Assets held for sale | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Total current assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Non-current Assets: | ||||||||||||||||||||||||||||
| Restricted cash | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Properties, plant and equipment, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Intangible assets, net and goodwill | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| TOTAL ASSETS | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) Mining segment - sold on August 21, 2026 (see Note 2) | ||||||||||||||||||||||||||||
| As of December 31, 2025 | Metals | Fuels | Strategic Investments | Corporate | Total of Segments before Mining | Mining(1) | 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 and goodwill | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Other assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| TOTAL ASSETS | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| (1) Mining segment - sold on August 21, 2026 (see Note 2) | ||||||||||||||||||||||||||||
NOTE 16 RELATED PARTY TRANSACTIONS
The following related party transactions occurred during the nine-months ended September 30, 2026 and 2025.
TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND, INC.
At December 31, 2025, the Company had advances to SSOF of $
During the three-months ended March 31, 2026, the Company advanced an additional $
At September 30, 2026 and December 31, 2025, the Company owns
The Company's chief executive officer co-founded SSOF and SSE, and serves as the principal executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, and real estate professionals that together govern, lead and manage SSOF and SSE. Our chief executive officer and two of our directors have separately invested $
In the third quarter of 2026, the Company committed to explore a sale of certain industrial and commercial land and water rights located in Lyon County, Nevada. These assets are held by two wholly owned subsidiaries of the Company and the Company is exploring monetizing these assets are through an asset exchange, not a cash sale. The Company would transfer its ownership interest in these entities and in return, would receive SSOF’s ownership interests in the entities that own the 600 and 800 Lake properties in Silver Springs, Nevada, plus additional equity in SSOF, who then plans on exploring monetization of the aggregated powered land portfolio. The Company currently leases the 600 and 800 Lake properties from SSOF affiliates for its Metals operations (see Note 8). SSOF is a related party of the Company (see Note 16).
The Company expects any exchange to close in the fourth quarter of 2026. The wholly owned subsidiaries of the Company hold no assets other than the land and water rights and have no third party liabilities.
The Company's chief executive officer has not received compensation from either SSOF or SSE.
TRANSACTIONS INVOLVING FLUX PHOTON
On September 7, 2021, the Company entered into an asset purchase agreement with Flux Photon, as amended on December 10, 2021, December 28, 2023 and May 21, 2025 (as amended, the “FPC Asset Purchase Agreement”), pursuant to which the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “Flux Photon Assets”). The Company's former chief technology officer, former director of the Company and former chief executive officer of Bioleum, is also the owner of 100% of the outstanding common stock of Flux Photon and as such was the indirect beneficiary of all payments made to Flux Photon pursuant to the FPC Asset Purchase Agreement. Additional information regarding the FPC Asset Purchase Agreement is included in Note 21 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Payable to Flux Photon (see Note 7)
Pursuant to the 2025 FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional cash commitment to Flux Photon for the remaining Earn Out due on the FPC Asset Purchase Agreement. A portion of this remaining obligation to be paid by either the Company, at a rate equal to $
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| Flux Photon earn out (see Note 12) | $ | $ | ||||||
| Payable to Flux Photon | ||||||||
| Total Flux Photon payable | $ | $ | ||||||
| Less: current payable | ( | ) | ( | ) | ||||
| Long-term Flux Photon payable | $ | $ | ||||||
BIOLEUM FOUNDERS SHARES
On May 22, 2025, Bioleum issued
TRANSACTIONS INVOLVING COMSTOCK METALS
On December 22, 2025, Comstock Metals, a wholly owned subsidiary of the Company, entered into a Profit Interest Award Agreement with the Metals President. Pursuant to the agreement, all units vest on achieving a performance condition for the sale and/or liquidation of Comstock Metals if the Metals President remains employed through December 22, 2030. As of September 30, 2026, no expense has been recognized since the performance condition is not probable.
TRANSACTIONS INVOLVING COMSTOCK METALS AND SSOF
SCP, a wholly owned subsidiary of SSE, owns the demonstration buildings at 600 Lake Avenue, Silver Springs, Nevada that Comstock Metals leased on August 15, 2023. SCP also owns a second, industrial scale building at 600 Lake Avenue, Silver Springs, Nevada that Comstock Metals leased on July 1, 2024 (see Note 8). Downtown Silver Springs II LLC (“DTSSII), another wholly owned subsidiary of SSE, owns the land at 800 Lake Avenue, Silver Springs, Nevada that Comstock Metals leased on November 1, 2025 (see Note 8). The Company's chief executive officer is an executive and director of SCP and DTSSII.
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 develops technologies and supply chains that convert under-utilized waste and natural resources into clean energy and clean-energy materials, including electrification metals and minerals recovered from end-of-life solar panels. We operate in four reportable segments: Metals, Fuels, Strategic Investments and Corporate. Mining was a reportable segment through August 21, 2026. Segment financial information appears in Note 15 to the accompanying condensed consolidated financial statements and includes the historical information for the recently divested Mining segment which was sold on August 21, 2026.
At September 30, 2026, Comstock owns 47.63% of Sierra Springs Opportunity Fund, Inc. (“SSOF”), a qualified opportunity zone fund that owns 100% of Sierra Springs Enterprises Inc. (“SSE”). In October 2026, the Company invested an additional $1,500,000 for 2,307,692 additional shares of SSOF common stock at $0.65 per share increasing our ownership in SSOF to 48.64%. SSE and its subsidiaries own or controls over 2,200 acres of mostly contiguous industrial, commercial and residential lands, water rights, leased manufacturing facilities, an operating regional airport and dedicated natural gas pipeline access representing prospective (“powered lands”) plans for industrial-scale developments.
Comstock owns 77.00% of Bioleum Corporation (“Bioleum”) that seeks innovate renewable energy solutions, primarily from dedicated energy crops from Bioleum's wholly-owned Hexas Biomass Inc. (“Hexas”) and other forms of underutilized biomass.
Metals Segment
Comstock Metals is our primary commercial growth platform. We are building a domestic solar-panel recycling and metal extraction business and critical metals supply chain designed to recover industrial metals at scale, supported by:
| • |
An operating, first-of-its-kind, industry-scale recycling and upgrading facility now operating continuously, with additional production facilities planned for Ohio, Texas and the southeastern and southwestern part of the U.S.; |
| • |
Two operating storage and logistics facilities in California and Ohio; |
| • |
A demonstration-scale recycling facility in northern Nevada; and |
| • | A pilot-scale metal-extraction process in Alabama. |
The pilot-scale metal-extraction process is designed to recover additional, higher-value metals, initially and primarily silver, from the industrial secondary materials (“tailings”) generated by our recycling operations.
From 2024 through 2026, our permitted demonstration-scale facility generated revenue from decommissioning services, panel recycling and processing, and sales of recovered materials, including aluminum, glass, and precious and other metals. For the nine-months ended September 30, 2026 and 2025, this facility generated revenue of approximately $0.9 million and $1.1 million, respectively.
Comstock Metals is fully permitted for its first industry-scale production facility, located on the same campus as the demonstration facility. The facility is designed to recycle up to 3.3 million panels (approximately 100,000 tons) per year, per production line, and began operating continuously in late September 2026. The subsequent recycling facilities have now been designed to phase the scale ups starting at approximately 825,000 panels (approximately 25,000 tons) per year. This enables more efficient capital deployment and expedient scaling up to the 100,000 tons. Over the next five years, we plan to build and operate at least four more similar facilities in the United States.
Fuels Segment — Bioleum
Bioleum operates our Fuels segment and is developing technology to produce renewable fuels — including biointermediate oils, cellulosic ethanol, gasoline, renewable diesel, and sustainable aviation fuel — from our proprietary, dedicated energy crops and woody biomass, under an integrated "farm to fuel" model.
Bioleum's fuels are designed for low carbon-intensity scores and competitive yields per dry metric ton of feedstock, depending on feedstock, site conditions, and other process parameters. A key part of Bioleum's strategy is its proprietary XanoGrass™ feedstock, previously grown at pilot sites in Europe and Asia, together with its Wisconsin facility and two U.S. pilot farms.
In December 2025, Bioleum acquired Hexas and substantially all of the patents and other intellectual property of RenFuel K2B AB (“RenFuel IP”), including RenFuel's patented catalytic esterification process. Hexas provides access to purpose-grown energy crops, with yields of 25 to 30 dry metric tons per acre per year.
Bioleum continues to operate various pilot and demonstration facilities in Madison, Wisconsin, where it works to advance process readiness, stabilize yields, and reduce carbon intensity and cost, including through partnerships with the Idaho National Laboratory, the National Laboratory of the Rockies, the Massachusetts Institute of Technology, and the University of Wisconsin, among others. In 2026, Bioleum cancelled the Tulsa lease. Bioleum also recognized impairment losses of $16,415,894 consisting of impairments on intangibles of $13,648,042, impairments on properties, plant and equipment of $1,736,481 and impairments on investments of $1,031,371.
Mining Segment
On June 21, 2026, and amended on August 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mackay Precious Metals Inc. (“Mackay”) and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”), pursuant to which the Company agreed to sell all of its rights, titles, and interest in and to the membership interests in Comstock Mining LLC, Comstock Processing LLC, and Comstock Exploration and Development LLC (each a Nevada limited liability company), and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc., a Nevada corporation whose primary asset is the Gold Hill Hotel that resides within the boundaries of the Comstock mining district (collectively, the “Acquired Interests”), to Mackay. The entities whose interests comprise the Acquired Interests (collectively, the “Acquired Entities”) own or control properties in Lyon and Storey Counties, Nevada. This sale does not include our real estate in Silver Springs, Nevada.
On August 21, 2026, the Company completed the sale of the Acquired Interests and Acquired Entities to Mackay for the following consideration:
| • | $20,000,000 in cash (the “Initial Payment”) received on August 21, 2026; |
| • | 2,000,000 shares of Mackay Parent common stock received on August 21, 2026; |
| • | $7,000,000 due and payable within eighteen (18) months following June 21, 2026 (the “Second Tranche Payment”), which may be paid partially in shares (for up to $2.0 million of the consideration) of Mackay Parent common stock under certain conditions based on the volume-weighted average trading price of Mackay Parent’s common stock; |
| • | Assumption of all associated reclamation obligations and the associated surety bond deposits and collateral; |
| • | A contingent payment of $10,000,000 in cash payable if, within seven (7) years after the Closing Date, Mackay or Mackay Parent makes a Construction Decision or a Change of Control occurs (the “Contingent Payment”); and |
| • | A 1.5% NSR royalty on minerals produced from the properties subject to certain conditioned repurchase rights. |
Mackay retained the right to repurchase 100% of the NSR Royalty at any time for a payment of $3,500,000, provided that if the seven-year period for the payment of the Contingent Payment has lapsed without the payment of the Contingent Payment, then the royalty buyout payment shall be increased to $7,000,000. The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate of twelve percent (12%) per annum after its due date.
Strategic Investments Segment
Our Strategic Investments segment holds minority equity and equity-linked positions that support our Metals business, including:
| • |
SSOF — a qualified opportunity zone fund that owns 100% of SSE. SSE and its subsidiaries hold approximately 2,200 acres of land, two manufacturing facilities, senior, junior, and effluent water rights, sewer rights, and the Silver Springs Regional Airport LLC — located near the intersections of Highway 50, State Route 439, Interstate 95 and the Tahoe Reno and Northern Nevada Industrial Centers. As of September 30, 2026, we owned 55,893,673 shares of SSOF common stock, representing an ownership of 47.63%. |
| • | Silver Springs, NV properties — We directly own 98.51 acres of industrial land and 160 acres of commercial land, both centrally located in Silver Springs, near the Silver Springs Regional Airport, along with a portfolio of water rights that have all been classified as assets held for sale at September 30, 2026. |
| • | Mackay Parent — a precious metal junior exploration company. We directly own 2,000,000 common shares of Mackay Parent that are contractually restricted until February 21, 2028. We intend to sell these shares subsequent to the expiration of the restrictions. |
| • | Green Li-ion Pte. LTD— a lithium-ion battery component recycler and remanufacturer. A wholly owned subsidiary owns 35,662 Green Li-ion preferred shares, representing 11.98% of Green Li-ion. We intend to sell these shares in connection with a future liquidity event at Green Li-ion. |
COMPARATIVE FINANCIAL INFORMATION
Below we set forth a summary of comparative financial information for the three-months ended September 30, 2026 and 2025:
| September 30, 2026 |
September 30, 2025 |
Change |
||||||||||
| Revenue |
$ | 367,251 | $ | 54,079 | $ | 313,172 | ||||||
| Cost of goods sold |
973,312 | 324,397 | 648,915 | |||||||||
| Operating Expenses: |
||||||||||||
| Selling, general and administrative expenses |
8,115,410 | 6,110,011 | 2,005,399 | |||||||||
| Research and development |
2,416,513 | 2,229,838 | 186,675 | |||||||||
| Depreciation and amortization |
717,604 | 1,162,246 | (444,642 | ) | ||||||||
| Loss on intangible assets impairment |
— | 9,333 | (9,333 | ) | ||||||||
| Loss on property, plant and equipment impairment |
— | 433,411 | (433,411 | ) | ||||||||
| Gain on sales of properties, mineral and royalty rights |
(14,018,466 | ) | — | (14,018,466 | ) | |||||||
| Total operating expenses |
(2,768,939 | ) | 9,944,839 | (12,713,778 | ) | |||||||
| Income (loss) from operations |
2,162,878 | (10,215,157 | ) | 12,378,035 | ||||||||
| Other Income (Expense): |
||||||||||||
| Interest expense |
(168,719 | ) | (336,076 | ) | 167,357 | |||||||
| Interest income |
406,854 | 312,862 | 93,992 | |||||||||
| Loss on investments |
(260,000 | ) | — | (260,000 | ) | |||||||
| Change in fair value of derivative instruments |
(3,104,000 | ) | (1,243,382 | ) | (1,860,618 | ) | ||||||
| Gain on conversion of debt |
— | 242,664 | (242,664 | ) | ||||||||
| Loss on debt extinguishment |
— | (2,767,887 | ) | 2,767,887 | ||||||||
| Change in fair value of SAFE Note |
— | 900,000 | (900,000 | ) | ||||||||
| Other income (expense) |
209,532 | 218,640 | (9,108 | ) | ||||||||
| Total other income (expense), net |
(2,916,333 | ) | (2,673,179 | ) | (243,154 | ) | ||||||
| Net loss |
$ | (753,455 | ) | $ | (12,888,336 | ) | $ | 12,134,881 | ||||
RESULTS OF OPERATIONS
Three-Months Ended September 30, 2026 Compared to Three-Months Ended September 30, 2025
Revenues for the three-months ended September 30, 2026 increased by $313,172 to $367,251 from $54,079 for the comparable 2025 period, primarily due to higher revenues from our Metals Segment of $322,222 attributed to higher solar 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 or sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the three-months ended September 30, 2026 increased $648,915 primarily due to the commissioning and startup of operations and associated labor for our first commercial metal recycling facility.
Selling, general and administrative expense for the three-months ended September 30, 2026 increased by $2,005,399 to $8,115,410 from $6,110,011 in the comparable 2025 period, primarily as a result of higher employee-related costs of $1,352,877 due to higher headcount in 2026 compared to 2025 as we ramp up our commercial metals recycling operations and accrual of annual incentive plans in 2026 of $252,834. Increase is also attributed to higher legal fees of $747,229, higher stock-based compensation expense of $612,912, higher rent expense of $295,648, higher consulting fees of $258,955, higher director fees of $250,240, and higher insurance expense of $83,780; offset by lower mining exploration, development and safety costs of $1,120,250, gain of $473,695 for the cancellation of the Bioleum Tulsa lease and lower permits and license expenses of $154,309.
Research and development expenses for the three-months ended September 30, 2026 increased by $186,675 to $2,416,513 from $2,229,838 in the comparable 2025 period, primarily related to higher costs attributed to the metal extraction development project costs of $725,770 and higher employee-related costs of $432,809 offset by lower research and development costs for renewable fuel projects of $983,920.
Depreciation and amortization for the three-months ended September 30, 2026 decreased by $444,642 to $717,604 from $1,162,246 in the comparable 2025 period. The decrease is primarily related to lower amortization for impaired intangible assets in 2026.
In 2025, loss on intangible assets impairment and loss on properties, plant and equipment impairment were $9,333 and $433,411, respectively, which was attributed to the impairment of intangible assets and equipment in 2025.
In 2026, gain on sales of properties, mineral and royalty rights of $14,018,466 was attributed to the sale of mining interests (see Note 2 of the Notes to the Condensed Consolidated Financial Statements).
Interest expense for the three-months ended September 30, 2026 decreased by $167,357 to $168,719 from $336,076 in the comparable 2025 period, primarily due to lower interest and related amortization in 2026 compared to 2025 due to the payoff of debt obligations.
Interest income for the three-months ended September 30, 2026 increased by $93,992 to $406,854 from $312,862 in the comparable 2025 period, primarily due to higher interest income related to higher interest earned on higher average cash balances and accretion of the discount on the Mackay long-term receivable of $87,350.
The loss on investments of $260,000 was attributed to the change in fair value of our investment in Mackay Parent common stock (see Notes 3 and 12 of the Notes to the Condensed Consolidated Financial Statements).
Change in the fair value of our derivative instruments for the three-months ended September 30, 2026 increased by $1,860,618 to a loss of $3,104,000 from a loss of $1,243,382 in the comparable 2025 period, resulting from a change 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. The 2026 loss of $3,104,000 was attributed to the Flux Photon derivative liability. The 2025 loss of $1,243,382 was attributed to the Flux Photon, Kips Bay, Haywood, Georges Trust and Alvin derivatives.
In 2025, the gain on the conversion of debt to equity of $242,664 was attributed to the 2025 Kips Bay Note.
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 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.
Other income for the three-months ended September 30, 2026 was $209,532, primarily consisting of gains from our equity method investments of $162,125.
Other income for the three-months ended September 30, 2025 was $218,640, primarily consisting of unrealized gain on fair value change on the AST and Haywood non-trade receivables of $200,238.
COMPARATIVE FINANCIAL INFORMATION
Below we set forth a summary of comparative financial information for the nine-months ended September 30, 2026 and 2025:
| September 30, 2026 |
September 30, 2025 |
Change |
||||||||||
| Revenue |
$ | 953,531 | $ | 1,179,440 | $ | (225,909 | ) | |||||
| Cost of goods sold |
2,742,019 | 2,025,194 | 716,825 | |||||||||
| Operating Expenses: |
||||||||||||
| Selling, general and administrative expenses |
22,033,853 | 14,003,566 | 8,030,287 | |||||||||
| Research and development |
6,797,118 | 7,654,401 | (857,283 | ) | ||||||||
| Depreciation and amortization |
3,129,748 | 2,174,322 | 955,426 | |||||||||
| Loss on intangible assets impairment |
13,648,042 | 9,333 | 13,638,709 | |||||||||
| Loss on property, plant and equipment impairment |
1,736,481 | 433,411 | 1,303,070 | |||||||||
| Gain on sales of properties, mineral and royalty rights |
(15,418,476 | ) | (200,000 | ) | (15,218,476 | ) | ||||||
| Total operating expenses |
31,926,766 | 24,075,033 | 7,851,733 | |||||||||
| Loss from operations |
(33,715,254 | ) | (24,920,787 | ) | (8,794,467 | ) | ||||||
| Other Income (Expense): |
||||||||||||
| Interest expense |
(539,118 | ) | (1,769,282 | ) | 1,230,164 | |||||||
| Interest income |
1,490,664 | 563,671 | 926,993 | |||||||||
| Loss on investments |
(260,000 | ) | — | (260,000 | ) | |||||||
| Loss on investment impairment |
(1,031,371 | ) | — | (1,031,371 | ) | |||||||
| Loss on sale of note receivable |
(403,217 | ) | — | (403,217 | ) | |||||||
| Change in fair value of derivative instruments |
(2,228,177 | ) | 433,991 | (2,662,168 | ) | |||||||
| Loss on conversion of debt |
— | (3,088,167 | ) | 3,088,167 | ||||||||
| Loss on debt extinguishment |
— | (2,767,887 | ) | 2,767,887 | ||||||||
| Gain on extinguishment of liability |
— | 845,000 | (845,000 | ) | ||||||||
| Change in fair value of SAFE Note |
1,100,000 | 900,000 | 200,000 | |||||||||
| Other income (expense) |
(18,800 | ) | (5,749 | ) | (13,051 | ) | ||||||
| Total other income (expense), net |
(1,890,019 | ) | (4,888,423 | ) | 2,998,404 | |||||||
| Net loss |
$ | (35,605,273 | ) | $ | (29,809,210 | ) | $ | (5,796,063 | ) | |||
RESULTS OF OPERATIONS
Nine-Months Ended September 30, 2026 Compared to Nine-Months Ended September 30, 2025
Revenues for the nine-months ended September 30, 2026 decreased by $225,909 to $953,531 from $1,179,440 for the comparable 2025 period, primarily attributed to lower decommissioning revenues from our Metals Segment of $219,259 resulting from a large emergency decommissioning that occurred in first quarter of 2025.
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 or sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties and the costs associated with each component of the aforementioned revenues.
Cost of goods sold for the nine-months ended September 30, 2026 increased $716,825 primarily due to the commissioning and startup of operations and associated labor for our first commercial metal recycling facility.
Selling, general and administrative expense for the nine-months ended September 30, 2026 increased by $8,030,287 to $22,033,853 from $14,003,566 in the comparable 2025 period, primarily as a result of higher employee-related costs of $4,175,519 due to higher headcount in 2026 compared to 2025 as we ramp up our metals recycling commercial operations and biofuels development businesses and accrual of annual incentive plans in 2026 of $656,877, compared to a prior year adjustment to lower the accrued incentive compensation for $700,000, and higher rent expense of $804,723 due to leasing our industry-scale metal recycling facility in Silver Springs, NV, our renewable fuels pilot facilities in Madison, WI, and the Tulsa lease for Fuels, offset by a gain of $473,695 for the cancellation of that Tulsa lease. Increase is also attributed to higher legal fees of $1,149,587, higher consulting fees of $861,448, higher stock-based compensation of $719,624, higher director fees of $631,937, higher insurance expense of $266,884, higher marketing expense of $215,493, higher utilities of $197,362 and higher dues and subscription expense of $178,967; offset by lower mining exploration, development and safety costs of $1,565,498.
Research and development expenses for the nine-months ended September 30, 2026 decreased by $857,283 to $6,797,118 from $7,654,401 in the comparable 2025 period, primarily related to lower research and development costs for renewable fuel associated projects of $1,962,353, lower rent expense of $1,565,727 attributed to the AST research and development rent of $1,487,476 paid in common stock in March 2025 and lower consulting expense of $177,000; offset by higher costs attributed to the metal extraction development project of $1,791,360 and higher employee-related costs of $989,122 due to higher headcount in 2026 compared to 2025.
Depreciation and amortization for the nine-months ended September 30, 2026 increased by $955,426 to $3,129,748 from $2,174,322 in the comparable 2025 period, primarily from higher amortization for intangible asset additions in 2025 and higher depreciation for property, plant and equipment additions in 2025 including the Bioleum Madison facility.
In 2026, we recognized a loss on impairment of intangible assets associated with the Bioleum acquisition of $13,648,042. The Company concluded that its plans for advanced lignocellulosic biomass and other decarbonizing solutions no longer considered the use of certain Flux Photon and Fenix developed technologies, acquired in 2021 and 2025, relevant. In 2025, loss on intangible assets impairment of $9,333 was attributed to the impairment of intangible assets in 2025 (see Note 6 of the Notes to the Condensed Consolidated Financial Statements).
In 2026, we recognized a loss on impairment of property, plant and equipment of $1,736,481 associated with Bioleum related development activities. In 2025, loss on properties, plant and equipment impairment of $433,411 was attributed to the impairment of equipment in 2025 (see Note 5 of the Notes to the Condensed Consolidated Financial Statements).
In 2026, we recognized a gain on sales of properties, mineral and royalty rights of $14,018,466 attributed to the sale of mining interests and also recognized a gain on the sale of royalty rights of $1,400,010. In 2025, we recognized a gain on sale of mineral rights of $200,000 (see Note 2 of the Notes to the Condensed Consolidated Financial Statements).
Interest income for the nine-months ended September 30, 2026 increased by $926,993 to $1,490,664 from $563,671 in the comparable 2025 period, primarily due to higher interest income related to interest earned on higher average cash balances and $237,415 of interest income related to the SSOF advances (see Note 4 of the Notes to the Condensed Consolidated Financial Statements).
The loss on investments of $260,000 was attributed to the change in fair value of our investment in Mackay Parent common stock (see Notes 3 and 12 of the Notes to the Condensed Consolidated Financial Statements).
Change in the fair value of our derivative instruments for the nine-months ended September 30, 2026 decreased by $2,662,168 to a loss of $2,228,177 from a gain of $433,991 in the comparable 2025 period, resulting from a change 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. The 2026 net loss of $2,228,177 was attributed to the Flux Photon, Georges Trust and Alvin Fund derivatives. The 2025 gain of $433,991 was attributed to the Flux Photon, LINICO acquisition-related payable, AST, Georges Trust, Alvin, Haywood and 2025 Kips Bay convertible debt derivatives.
In 2025, the loss on the conversion of debt to equity of $3,088,167 was attributed to the 2025 Kips Bay Note.
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 2025, the gain on extinguishment of liability of $845,000 was attributed to the restructuring of LINICO acquisition-related payable.
In 2026, we recognized an unrealized gain on the change in the fair value of our SAFE Note of $1,100,000 related to the Marathon agreement. 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.
Other expense for the nine-months ended September 30, 2026 was $18,800, primarily consisting of losses from our equity method investments of $126,435.
Other expense for the nine-months ended September 30, 2025 was $5,749, primarily consisting of unrealized loss on fair value change on the AST and Haywood non-trade receivables of $66,245.
OUTLOOK
Our Metals business continues to advance and is positioned to expand into material upgrades (e.g., glass products) and metal extractions (e.g., silver, aluminum, additional glass and silica, etc.) beyond our original plans.
We have also completed the sale of our mining assets while pursuing the monetization and value growing opportunities, most likely with strategic partners, for our industrial powered lands held by SSOF. The Company has also facilitated the restructuring and streamlining of the Bioleum organization while pursuing non-dilutive capital sources to fund their proprietary feedstocks and conversion technologies.
The Company’s corporate objectives for 2026 include:
| • |
Realign, aggregate and position our ownership in SSOF for high-value monetization; |
| • |
Secure sufficient power for hyper-scale data center and other developments on SSOF properties; and |
| • |
Advance the monetization of all other legacy, non-core real estate and non-core investments. |
The Company successfully monetized its legacy mineral and mining properties, plants and equipment, and eliminated all reclamation and related mining liabilities. The Company continues monetizing its portfolio of non-core assets, simplifying its business and further enhancing its liquidity.
Comstock Metals
In August 2026, Comstock Metals commissioned its first industry-scale solar-recycling facility in northern Nevada and in September 2026, began continuous operations as the final phase of commissioning. We have also developed a pilot-scale metal-recovery facility to better recover the metal containing tailings generated by our recycling operations.
We have also identified a site for our second facility in central Ohio, with plans for potential sites for a third location in Texas, a fourth location in the south eastern part of the U.S. and a fifth location in southern Nevada. Each industry-scale facility is designed to recycle up to 3.3 million panels (approximately 100,000 tons) per year, per production line, and have now been modified to phase the scale up to start the recycling at approximately 825,000 panels (approximately 25,000 tons) per year in a manner that enables more efficient capital deployment and more expedient scaling to approximately 100,000 tons. We continue to evaluate potential sites for storage.
The Company's Metals objectives for 2026 include:
| • |
Commissioning of our first commercial plant with continuous operations; |
| • |
Securing larger and longer-term supply contracts and continuing the revenue ramp for solar panel recycling; |
| • |
Selecting sites for facilities two and three and submit and securing permits for both sites; |
| • | Ordering the industry-scale equipment for our second industry-scale facility post stabilization of our first plant; |
| • |
Extending and operating an upgrading production line capable of making high specification glass materials; |
| • | Finalizing the design for downstream metal recovery of the solar panel tailings; and |
| • |
Operating a one-ton-per-day pilot that can recover silver products and other metals. |
We believe we are on track for completing all of our 2026 objectives.
We expect capital expenditures for each of our remaining facilities to be approximately $15.0 million, including recycling, product upgrading, power generation and expanded storage. We are signing Master Service Agreements with major utility and electronics-recycling aggregators across the U.S., particularly in the Southwest, including California, Arizona, and Nevada, the Midwest, including Indiana and Ohio, the southeast, including Florida, Georgia, and in Texas. Future revenue growth will depend on the pace of new and replacement customer contracts, pricing, and our operating performance as we scale production.
Bioleum
Bioleum continues to expand its pilot production facilities and plan its first commercial demonstration facilities, along with the associated supply chain, including feedstock, site selection, engineering, construction, and offtake.
Bioleum’s objectives for 2026 include:
| • |
Secure and deploy a Hexas-based, commercial demonstration fuel farm; |
| • |
Commercialize at least one major new project for dedicated feedstock applications; |
| • |
Commercialize at least one major new project for renewable fuel applications; and |
| • |
Advance our innovation and development efforts toward even higher yields, lower costs and lower capital. |
Bioleum also offers to integrate its solutions into existing agriculture, forestry, pulp and paper, ethanol, and petroleum infrastructure, which may generate additional capacity, revenue, and royalty opportunities.
Strategic Investments
SSOF
We have also announced plans to monetize our non-mining real estate, and water rights as soon as practicable, subject to market conditions. SSOF is a qualified opportunity zone fund that owns SSE, a qualified opportunity zone business. Through SSE and its subsidiaries, SSOF owns or controls approximately 2,200 acres of land in Silver Springs, in addition to two manufacturing facilities currently leased to Comstock Metals, the Silver Springs Regional Airport, significant water and sewer rights, and other infrastructure assets.
SSOF’s objectives for 2026 include:
| • |
Transferring the pipeline commitments that secure access to natural gas for powering SSOF lands to SSOF; |
| • |
Securing zoning changes for the first phase of planned industrial and power developments; and |
| • |
Identifying monetization options and strategic partners for those developments and monetization. |
SSOF has consolidated a significant land position with high potential for added power and energy infrastructure, datacenters and advanced manufacturing in Northern Nevada and is now advancing its efforts to maximize the realizable value while mitigating the Company’s capital requirements. While the completion of any development partnership or transaction is not guaranteed, the planned process is scheduled, and future updates are anticipated through the fourth quarter of 2026.
Green Li-ion Pte. LTD
We expect to explore the monetization of our remaining 35,662 Green Li-ion preferred shares once Green Li-ion experiences a liquidity event, subject to market conditions, most likely in late 2027 or 2028.
Mackay Gold & Silver Corp.
We expect to explore the monetization of our 2,000,000 common shares of Mackay Parent, that are contractually restricted until February 21, 2028, subject to its liquidity and other market conditions, most likely starting in February 2028 and continuing into 2028.
LIQUIDITY AND CAPITAL RESOURCES
Our financial position and liquidity are based on our net sources of capital from financing as compared to our net uses of capital from investing and operating activities and ultimately, our ability to provide cash flows from our operations. Our cash balances at September 30, 2026 and December 31, 2025 were $39,454,853 and $16,951,645, respectively. At September 30, 2026, the Company has $4.0 million in restricted cash held in escrow for the Great Basin Guaranty and on October 9, 2026, the Company deposited an additional $2.0 million into the interest bearing escrow. The Company had current assets of $47,738,883 and current liabilities of $14,424,643, representing working capital excess of $33,314,240 at September 30, 2026.
The current liabilities include $4,762,863 of accrued expenses, including but not limited to $1,344,720 for third party research and development payables, $1,546,959 for accrued payroll and related expenses, accrued incentive compensation of $656,877, $570,961 representing the current portion of the payable to Flux Photon, and $620,028 for accrued vendor payables.
The Company intends to fund its operations over the next twelve months from existing cash and cash equivalents, proceeds received from the sale of the mining business, cash from sales from our solar panel recycling business, planned monetization of other non-strategic assets, and issuance of subsidiary-level equity (that is, by Bioleum). Based on these existing and expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments and collateral requirements including the Great Basin agreement 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, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means, 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 2026 and 2025 was cash from financing activities. During the nine-months ended September 30, 2026, we generated $56,367,316 in cash from our financing activities and we used $25,323,874 and $8,540,234, respectively, in cash in our operating and investing 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.
The Company continues commercializing its metals recycling line of business. Comstock Metals has received all permits for and is currently operating its first industry scale facility, with a capacity of up to 100,000 tons of processed material per year, for capital expenditures of approximately $14.5 million. The first industry scale facility was funded from equity proceeds. Future industry scale facilities and metal recovery capacities will be funded from prior equity proceeds, cash flow from operations and future debt proceeds, as needed, including direct term loans or industrial bonds and/or other alternative qualified loan financings. Comstock Metals expects to deploy at least four more industry scale facilities operating with up to 100,000 tons of annual capacity coming online over the next five years (2026 through 2030), with strategically located storage areas that are also being planned across the U.S. markets. The Company is also developing metal extraction solutions for the recovery of higher purity and higher value metal realization with a one-ton-per-day pilot facility that recently commenced operating. Comstock Metals had deferred revenue of $2,099,851 at December 31, 2025, billed an additional $2,770,689 to deferred revenue and recognized $320,380 of those amounts into revenue during the nine-months ended September 30, 2026. Accordingly, Comstock Metals had $4,550,160 of deferred revenue representing fees billed for recycling services that have not yet been processed and not yet recognized as revenue at September 30, 2026.
Under the precedent agreement with Great Basin Gas Transmission Company (“Great Basin”), the Company is responsible for providing financial assurance of up to approximately $39.0 million by December 31, 2026 and approximately $54.0 million by December 2027 in connection with the planned natural gas transportation capacity. The Company anticipates satisfying this requirement through a combination of third-party surety bonding and financial support from SSOF, an equity method investee of the Company. SSOF is expected to fund the cash collateral or other financial commitments required to support the surety arrangements, potentially through note financing, and the Company expects SSOF to reimburse the Company cash funded in the escrow of $6.0 million. The Company expects that the use of third-party surety bonding will reduce the cash collateral required relative to the maximum financial assurance amount. However, the anticipated financing arrangement has not been finalized, and there can be no assurance that the anticipated financing arrangement will be obtained on acceptable terms. To the extent such arrangements are not completed, the Company may be required to identify alternative sources of financing or liquidity to satisfy its obligations under the precedent agreement including our existing cash, reduced discretionary spending and other financing alternatives. The Company also expects that 20-year firm transportation reservation charges will commence in November 2028. At September 30, 2026, the Company has funded $4.0 million in restricted cash held in an interest earning escrow and on October 9, 2026, the Company deposited an additional $2.0 million.
On January 28, 2026, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners Group LLC (“Titan Partners”). The Company raised $50 million in gross proceeds before underwriting discounts and commissions and other offering expenses. On January 30, 2026, the Company issued 18,181,819 registered shares of its common stock at a price of $2.75 per share for $50,000,002 and received net proceeds of $46,140,002 pursuant to the equity offering on January 28, 2026. On March 3, 2026, Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $2.75 per share for additional gross proceeds of $7,499,998 (net proceeds of $6,937,498).
On November 21, 2025, the Company entered into an At the Market Offering Agreement (“2025 Titan ATM Agreement”) with Titan Partners to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $100 million from time to time, at our option, on terms we deem favorable. In 2026, the Company issued 872,838 registered shares of common stock to Titan Partners for an aggregate sales price of $3,479,181 at an average price per share of $3.99. At September 30, 2026, the 2025 Titan ATM Agreement has $94.2 million remaining capacity.
The Company has increasing access to a number of alternative capital resources, including $20 million in proceeds during 2025 from the Bioleum Preferred Series A offering, $92.0 million in gross proceeds from two recent CMPO equity raises, various grant sources, including a $2.0 million grant from the State of Oklahoma, and various planned asset sales in 2026 and 2027. The Company is also planning additional direct equity investment into Bioleum during the first quarter of 2027, from various strategic and other investors directly into Bioleum.
Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to variable and fixed costs associated with solar panel recycling, research and development, capital expenditures and expansions, selling, general and administrative expenses, and investment related expenditures in excess of anticipated 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
Except as described below, 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 2025 Form 10-K. During the nine-months ended September 30, 2026, we identified the following additional critical accounting estimates.
Great Basin Guaranty. In March 2026, we recognized a guarantee liability, measured at fair value, for the Great Basin Guaranty (as defined in Note 9 to the condensed consolidated financial statements). The carrying amount was $475,000 as of September 30, 2026. With the help of third-party valuation specialists, we estimated fair value using a probability-weighted expected return method. Its significant unobservable inputs are the probabilities assigned to the base and failure scenarios and a 35% discount rate. The estimate is uncertain because it depends on future events largely outside our control, including Federal Energy Regulatory Commission approval and whether the Expansion Facilities (as defined in Note 9 to the condensed consolidated financial statements) are feasible. A higher probability of failure, or a lower discount rate, would have produced a higher liability. If a loss under the guaranty becomes probable, we may need to recognize additional liabilities. See Notes 9 and 12 to the condensed consolidated financial statements.
Performance-Based Stock Units. During 2026, we granted Performance Stock Units that vest based on continued service and on our common stock reaching specified share price targets. We estimate their grant-date fair value with a Monte Carlo simulation, which requires significant assumptions, most notably expected volatility and the risk-free interest rate. Higher assumed volatility generally increases fair value. Because the share price targets are market conditions, we recognize compensation cost over the service period whether or not the targets are achieved, so the assumptions used at grant determine the total expense we recognize. See Note 11 to the condensed consolidated financial statements.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 and chief financial 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, 2026, 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, 2026, 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 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. For a description of our pending legal proceedings see Note 9, Commitments and Contingencies, to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
ITEM 1A RISK FACTORS
Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors below supplement, and should be read together with, those risk factors.
The deferred and contingent consideration from the sale of our former mining business may be reduced, delayed or not received, and the value of the Mackay Parent common stock we received may decline.
On August 21, 2026, we completed the sale of our former mining entities to Mackay. A substantial portion of the consideration remains deferred, contingent or payable in Mackay Parent common stock, and our ability to realize that consideration depends on the performance, financial condition and future decisions of Mackay and Mackay Parent, which we do not control. The $7.0 million Second Tranche Payment is not due until up to eighteen months after June 21, 2026, and up to $2.0 million of it may be paid in Mackay Parent common stock. Although the Second Tranche Payment is secured by a deed of trust on the properties owned by the Acquired Entities, enforcing that security could be costly and time-consuming, and the value of the properties may not be sufficient to satisfy the amount owed. The $10.0 million Contingent Payment is payable only if, within seven years after closing, Mackay or Mackay Parent makes a construction decision or undergoes a change of control (each as defined in the Purchase Agreement), and neither event may occur. Payments under our 1.5% net smelter returns royalty depend on future mineral production from the properties, which may never occur and will be affected by metal prices, and Mackay may repurchase the royalty for a fixed payment. In addition, the 2,000,000 shares of Mackay Parent common stock we received are contractually restricted until February 21, 2028. The value of these shares has declined since closing, and we recognized an unrealized loss of $260,000 for the three and nine months ended September 30, 2026. The trading market for these shares may be limited, and we may be unable to sell them when the restrictions lapse at prices we consider acceptable or at all. The Purchase Agreement also restricts us and our affiliates from acquiring interests in property within five miles of the Acquired Entities’ properties. If any of the deferred or contingent consideration is reduced, delayed or not received, or if the value of the Mackay Parent common stock declines, our financial condition, liquidity and results of operations could be adversely affected.
Our obligations under our precedent agreement with Great Basin and the related guaranty require us to provide significant credit support, the amount of which may be substantial, and could require us to make substantial payments.
In November 2025, we entered into a precedent agreement with Great Basin (the “Precedent Agreement”) for the construction of pipelines and related facilities to our properties in Silver Springs, Nevada (the “Expansion Facilities”). Under the Precedent Agreement and a related guaranty executed on March 31, 2026 (the “Great Basin Guaranty”), we have guaranteed the performance of our obligations, including potential reimbursement of project development and default costs if the Precedent Agreement is terminated. We are required to provide credit support through a phased surety arrangement collateralized by an escrow account, and the required surety amount is expected to increase to approximately $39.0 million by December 31, 2026 and approximately $54.0 million by December 31, 2027. As of September 30, 2026, we had deposited $4.0 million into escrow, and we deposited an additional $2.0 million on October 9, 2026. We expect to satisfy the remaining requirements through a combination of third-party surety bonding and financial support from SSOF. However, the anticipated financing arrangement has not been finalized, and there can be no assurance that the anticipated financing arrangement will be obtained on acceptable terms. If they are not, we may be required to fund the collateral from our own resources or seek alternative financing, which may not be available on acceptable terms and could result in dilution to our stockholders. Great Basin may terminate the Precedent Agreement under certain circumstances, many of which are outside our control, including if it determines that the Expansion Facilities would be operationally or economically infeasible or if it does not receive and accept a final certificate order from the Federal Energy Regulatory Commission. If the Expansion Facilities are completed, we expect to be obligated for 20-year firm transportation reservation charges beginning in November 2028. If a loss under the Great Basin Guaranty becomes probable, we may be required to recognize additional liabilities, which could be material. Any of these events could materially and adversely affect our liquidity, financial condition and results of operations.
The Company has taken, and may be required to take additional, write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.
During the nine months ended September 30, 2026, the Company recognized impairment losses of $16,415,894 in its Fuels Segment, consisting of $13,648,042 of developed technology intangible assets that were no longer relevant to Bioleum’s plans, $1,736,481 of capitalized engineering costs that had not yet been placed in service, and $1,031,371 representing its full net investment in an unaffiliated research and development company. The Company may be forced to later write down or write off additional assets, restructure its operations, or incur impairment or other charges that could result in losses, including with respect to its remaining Fuels Segment assets if Bioleum’s development plans change, Bioleum is unable to obtain financing, or there are adverse outcomes in pending litigation involving Bioleum. Unexpected risks may arise, and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on the Company’s liquidity, the fact that the Company may report charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to be unable to obtain future financing on favorable terms or at all.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USES OF PROCEEDS
None.
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. On August 21, 2026, we completed the sale of our former mining entities and, as of that date, no longer operate any mine subject to the Federal Mine Safety and Health Act of 1977. For a description of the sale, see Note 2, Divestiture and Acquisition, to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
ITEM 5 OTHER INFORMATION
During the quarter ended September 30, 2026, 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 |
|
| 31.1* |
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 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, 2026, 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, 2026 and December 31, 2025, (ii) the Condensed Consolidated Statements of Operations for the three and nine-months ended September 30, 2026 and 2025, (iii) the Condensed Consolidated Statements of Changes in Equity for the three and nine-months ended September 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Cash Flows for nine-months ended September 30, 2026 and 2025 and (v) the Notes to Condensed Consolidated Financial Statements. |
|
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 |
* Filed herewith.
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 |
| Chief Executive Officer |
| (Principal Executive Officer) |
|
|
| Date: November 4, 2026 |
| By: /s/ JUDD B. MERRILL |
| JUDD B. MERRILL |
| Chief Financial Officer |
| (Principal Financial Officer) |
|
|
| Date: November 4, 2026 |