Comstock (LODE) pushes $4.29M note due date to July 15, 2026

Rhea-AI Filing Summary

Comstock Inc. entered a Second Note Amendment Agreement with Georges Trust on March 30, 2026, extending the maturity of its promissory note. The note has a remaining principal amount of $4,290,000, and the due date was moved from April 15, 2026 to July 15, 2026.

Under an earlier amendment, Comstock issued 1,500,000 common shares to Georges Trust, and a registration statement on Form S-3 allows the resale of those shares. Net cash proceeds from the Noteholder’s share sales are to be applied to satisfy the note, and any proceeds above the total amounts payable must be returned to Comstock in shares or cash.

Insights

Credit & Capital Structure Analyst

Comstock gained three extra months to address a $4.29M note while using pre-issued shares to repay it.

The Second Note Amendment extends the maturity of a $4,290,000 promissory note from April 15, 2026 to July 15, 2026. That gives Comstock Inc. additional time to manage liquidity and repayment without changing other material terms.

Repayment is supported by 1,500,000 common shares previously issued to Georges Trust, with a Form S-3 registering resale. Net cash proceeds from those sales must go toward the note, and any amount above what is payable must be returned. This structure aligns note reduction with equity market performance while contractually limiting windfall gains to the lender.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Promissory note principal: $4,290,000 Shares issued to Noteholder: 1,500,000 shares Original maturity date: April 15, 2026 +4 more

7 metrics

Promissory note principal $4,290,000 Remaining principal amount of note with Georges Trust

Shares issued to Noteholder 1,500,000 shares Common stock issued under First Amendment in August 2025

Original maturity date April 15, 2026 Initial due date for remaining note balance

Extended maturity date July 15, 2026 New due date under Second Note Amendment Agreement

Form S-3 effectiveness December 10, 2025 Date resale registration for LODE shares became effective

Form S-3 filing date November 21, 2025 Date Comstock filed registration for resale of LODE shares

Second Amendment date March 30, 2026 Date Comstock and Georges Trust entered Second Note Amendment

Key Terms

Material Definitive Agreement, promissory note, registration statement on Form S-3, net cash proceeds, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

promissory note financial

"the Company’s promissory note with the Noteholder in the remaining principal amount of $4,290,000"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

registration statement on Form S-3 regulatory

"the Company filed a registration statement on Form S-3, which was declared effective"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

net cash proceeds financial

"The net cash proceeds from the Noteholder's sale of the LODE Shares are to be applied"

The actual cash a company receives from a financing or sale after subtracting direct transaction costs such as bank and legal fees, commissions, taxes and other closing expenses. Think of it like selling a house and keeping what’s left after paying the realtor and closing costs — it’s the money that truly lands in the company’s account. Investors watch net cash proceeds because they determine how much cash is available for growth, paying down debt, dividends or share buybacks and therefore affect financial strength and valuation.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false 0001120970 0001120970 2026-03-30 2026-03-30

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): March 30, 2026

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)	(IRS Employer Identification No.)

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the Company's Current Report on Form 8-K filed on August 12, 2025, Comstock Inc. (the “Company”) entered into a Note Amendment Agreement, dated August 8, 2025 (the “First Amendment”), with Georges Trust (the “Noteholder”), amending certain terms of the Company’s promissory note with the Noteholder in the remaining principal amount of $4,290,000 and due April 15, 2026 (the “Note”).

Pursuant to the First Amendment, the Company issued 1,500,000 shares of the Company's common stock, par value $0.000666 per share, (the “LODE Shares”) to the Noteholder in August 2025. On November 21, 2025, the Company filed a registration statement on Form S-3, which was declared effective on December 10, 2025, registering the resale of such LODE Shares. The net cash proceeds from the Noteholder's sale of the LODE Shares are to be applied to satisfy the Company's obligations under the Note.  As of the date hereof, the value of the LODE Shares is more than the remaining principal amount of the Note.  To the extent the net cash proceeds from the sale of the LODE Shares exceed the total amounts payable under the Note, the Noteholder is required to return all such excess LODE Shares and cash, as applicable, to the Company.

On March 30, 2026, the Company and the Noteholder 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. All other terms of the Note and the First Amendment remain substantially unchanged.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Second Note Amendment Agreement, dated as of March 30, 2026, between the Company and Georges Trust
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: April 1, 2026	By:	/s/ Corrado De Gasperis
		Corrado De Gasperis Chief Executive Officer

FAQ

What did Comstock Inc. (LODE) change in its agreement with Georges Trust?

Comstock Inc. and Georges Trust signed a Second Note Amendment Agreement extending the promissory note’s due date from April 15, 2026 to July 15, 2026. All other key terms of the note and the prior amendment remain substantially unchanged under this new agreement.

How large is the promissory note mentioned in Comstock Inc.’s 8-K?

The promissory note with Georges Trust has a remaining principal amount of $4,290,000. This note, originally due April 15, 2026, now matures on July 15, 2026 after the Second Note Amendment, giving Comstock additional time to fulfill its repayment obligations.

How are Comstock Inc. (LODE) shares being used to repay the Georges Trust note?

Under a prior amendment, Comstock issued 1,500,000 common shares to Georges Trust. A Form S-3 registration allows resale of these shares, and the net cash proceeds from those sales must be used to satisfy amounts owed under the promissory note between Comstock and Georges Trust.

What happens if Georges Trust’s share sales exceed Comstock’s note obligations?

If net cash proceeds from Georges Trust’s sale of the 1,500,000 Comstock shares exceed total amounts payable on the note, the Noteholder must return all such excess. That return can be in the form of remaining LODE shares, cash, or a combination, benefiting Comstock and its shareholders.

What SEC filing did Comstock Inc. use for the resale of LODE shares?

Comstock filed a registration statement on Form S-3 on November 21, 2025, which became effective December 10, 2025. This registration specifically covers the resale of the 1,500,000 LODE shares issued to Georges Trust, enabling the Noteholder to sell shares to fund repayment of the promissory note.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 18.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB