Comstock Inc. (LODE) notes Bioleum’s $18.1M RenFuel asset acquisition and earn-out

Rhea-AI Filing Summary

Comstock Inc. reports that its strategic investee Bioleum Corporation has acquired substantially all of the assets of RenFuel K2B IPCO AB, including patents, intellectual property and know-how.

The closing purchase price totals $18.1 million, made up of $12.5 million paid in 520,833 shares of Bioleum common stock, $2.5 million in warrants to buy 104,167 Bioleum shares at $24 per share, $2.6 million in debt forgiveness and $500,000 in cash. There is also a contingent earn-out equal to 3% of revenues from lignin ester sales using the acquired technologies, capped at $11.9 million.

Bioleum granted RenFuel an exclusive license to use the technologies in biomaterials applications, subject to a 3% royalty, while retaining a reciprocal non-exclusive license for biomaterials in the Americas. The transaction also ends Bioleum’s prior commitment to fund about $1 million per year to RenFuel under earlier agreements originally entered into by Comstock and RenFuel.

Insights

Equity & strategic investments analyst

Comstock highlights a major technology acquisition by its investee Bioleum, with a structured mix of cash, equity, warrants and contingent payments.

The disclosure centers on Bioleum’s purchase of substantially all RenFuel assets for a closing payment of $18.1 million, combining shares, warrants, debt forgiveness and cash. A further contingent earn-out of 3% of lignin ester revenues, capped at $11.9 million, ties part of the total consideration directly to commercial performance of the acquired technology.

Bioleum’s exclusive license back to RenFuel for biomaterials, subject to a 3% royalty, and its reciprocal non-exclusive rights in the Americas, structure how these technologies may be commercialized across regions and applications. The transaction also terminates an approximate $1 million per year funding commitment from Bioleum to RenFuel, originally linked to Comstock’s 7% Senior Secured Convertible Notes; the economic effect for Comstock depends on Bioleum’s future performance, which is not detailed here.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

COMSTOCK INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada			001-35200			65-0955118
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

117 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.000666 per share			LODE			NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

Item 1.02 Termination of a Material Definitive Agreement.

Item 8.01 Other Events.

On December 3, 2025, Comstock Inc. (the “Company”) announced that one of its strategic investees, Bioleum Corporation (“Bioleum”), acquired substantially all of the assets of RenFuel K2B IPCO AB (“RenFuel”) through a wholly-owned subsidiary of Bioleum, including all of the RenFuel patents intellectual property and know how.

The purchase price includes an $18.1 million closing payment comprised of $12.5 million paid with 520,833 shares of Bioleum common stock, $2.5 million paid in the form of warrants to purchase an additional 104,167 shares of Bioleum common stock at an exercise price of $24 per share, $2.6 million in debt forgiveness, and cash of $500,000. The purchase price further includes a contingent earn-out payment equal to 3% of the aggregate revenues generated from sales of lignin ester produced using the technologies acquired from RenFuel up to a cap of $11.9 million.

Bioleum additionally granted RenFuel an exclusive license to use the acquired technologies in biomaterials applications, subject to a 3% royalty, and entered into a development services agreement with RenFuel for ongoing technology development work involving the RenFuel laboratory and pilot systems in Upsala, Sweden and key fuels-related technology employees. Bioleum retained the right, via a reciprocal non-exclusive license, to use the acquired technologies in biomaterials applications in North America, South America and Central America.

The transaction also terminates the existing commitment by Bioleum to fund approximately $1 million per year to RenFuel, pursuant to the Securities Purchase Agreement and 7% Senior Secured Convertible Notes, dated April 19, 2024, originally entered into by the Company and RenFuel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		COMSTOCK INC.
Date: December 3, 2025		By:		/s/ Corrado De Gasperis
				Corrado De Gasperis Executive Chairman and Chief Executive Officer

FAQ

What transaction involving Comstock Inc. (LODE) is described in this 8-K?

The 8-K describes that Bioleum Corporation, a strategic investee of Comstock Inc., acquired substantially all of the assets of RenFuel K2B IPCO AB, including patents, intellectual property and know-how, through a wholly owned Bioleum subsidiary.

What is the total closing purchase price for Bioleum’s acquisition of RenFuel assets?

The closing purchase price is $18.1 million, consisting of $12.5 million paid with 520,833 shares of Bioleum common stock, $2.5 million in warrants to purchase 104,167 Bioleum shares at $24 per share, $2.6 million in debt forgiveness, and $500,000 in cash.

Is there an earn-out component in the Bioleum–RenFuel deal referenced by Comstock (LODE)?

Yes. The purchase price includes a contingent earn-out equal to 3% of aggregate revenues from sales of lignin ester produced using the acquired RenFuel technologies, up to a cap of $11.9 million.

What licensing arrangements did Bioleum and RenFuel enter into in connection with this transaction?

Bioleum granted RenFuel an exclusive license to use the acquired technologies in biomaterials applications, subject to a 3% royalty, and entered a development services agreement involving RenFuel’s laboratory, pilot systems in Upsala, Sweden, and key fuels-related employees. Bioleum retained a reciprocal non-exclusive license to use the technologies in biomaterials applications in North, South and Central America.

How does the transaction affect prior funding commitments related to Comstock Inc. (LODE)?

The transaction terminates Bioleum’s existing commitment to fund approximately $1 million per year to RenFuel under the Securities Purchase Agreement and 7% Senior Secured Convertible Notes dated April 19, 2024, which were originally entered into by Comstock Inc. and RenFuel.

What development services are involved in the Bioleum and RenFuel agreement mentioned by Comstock?

Bioleum and RenFuel entered into a development services agreement covering ongoing technology development work using the RenFuel laboratory and pilot systems in Upsala, Sweden and key fuels-related technology employees.