Comstock Inc. Files 8-K: Agreements, Financials, Equity Sales

TL;DR

Comstock Inc. dropped an 8-K: new deals, financial shifts, and stock sales. Watch this space.

AI Summary

Comstock Inc. filed an 8-K on August 12, 2025, reporting several key events. These include entering into a material definitive agreement, changes in financial condition, and the creation of a direct financial obligation. The filing also details unregistered sales of equity securities and changes in officer and director positions, including compensatory arrangements.

Why It Matters

This 8-K filing signals significant corporate actions by Comstock Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates multiple significant events including financial obligations and equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Comstock Inc. (company) — Filer of the 8-K report.
• Comstock Mining Inc. (company) — Former name of Comstock Inc.
• GOLDSPRING INC (company) — Former name of Comstock Inc.
• GOLDSPRING (company) — Former name of Comstock Inc.

FAQ

Key Financial Figures

• $0.000666 — ch registered Common Stock , par value $0.000666 per share LODE NYSE AMERICAN Indica
• $8,390,000 — es for the repayment of an aggregate of $8,390,000 in principal owed to such creditors pur
• $4.56 — o purchase common stock, exercisable at $4.56 per share, issued pursuant to that cert
• $10,638,298 — original aggregate principal amount of $10,638,298 (the "Note"). Pursuant to the Payoff Ag
• $2,500,000 — ips Bay agreed to accept the payment of $2,500,000 in cash from the proceeds (the "Cash Pa
• $18.6 m — h and cash equivalents of approximately $18.6 million, demonstrating the Company's cont
• $0.3 million — 2025, the Company recognized revenue of $0.3 million and $1.1 million, respectively. Durin
• $1.1 m — recognized revenue of $0.3 million and $1.1 million, respectively. During the three
• $7.8 million — the Company had recurring net losses of $7.8 million and $16.9 million, respectively. The i
• $16.9 m — ecurring net losses of $7.8 million and $16.9 million, respectively. The information p

Filing Documents

• lode20250808c_8k.htm (8-K) — 40KB
• ex_851656.htm (EX-10.1) — 18KB
• ex_851141.htm (EX-10.2) — 20KB
• ex_851142.htm (EX-10.3) — 21KB
• ex_851657.htm (EX-10.4) — 14KB
• ex_851658.htm (EX-10.5) — 14KB
• ex_852075.htm (EX-10.6) — 23KB
• 0001437749-25-026275.txt ( ) — 312KB
• lode-20250808.xsd (EX-101.SCH) — 3KB
• lode-20250808_def.xml (EX-101.DEF) — 11KB
• lode-20250808_lab.xml (EX-101.LAB) — 15KB
• lode-20250808_pre.xml (EX-101.PRE) — 11KB
• lode20250808c_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendments to Georges Trust and Alvin Fund Promissory Notes On August 8, 2025, Comstock Inc. (the "Company" or "Comstock") amended its outstanding promissory notes with its creditors, Georges Trust and Alvin Fund LLC ("Alvin Fund"), to address the procedures for the repayment of an aggregate of $8,390,000 in principal owed to such creditors pursuant to such promissory notes (together, the "Promissory Note Amendments"). Pursuant to the Promissory Note Amendments, the Company issued an aggregate of 2,900,000 shares of Common Stock to such creditors as partial consideration to enter into such amendments (the "Debt Exchange"). The shares of Common Stock issued in connection with the Debt Exchange were issued as "restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended. The Company shall file a registration statement with respect to such shares for the benefit of the creditors as soon as practicable after, but in no event later than 90 days from the date of the Debt Exchange. To the extent a creditor is unable to sell the shares issued to it in connection with the Debt Exchange, or such shares have not otherwise been sold, in each case to generate net cash proceeds in an amount that would have been sufficient to repay the applicable promissory note in full, on or before April 15, 2026 (the "True-Up Date"), the Company is required to pay such creditors on the True-Up Date an amount equal to the total principal amounts payable for each respective promissory note upon maturity on the True-Up Date, minus (i) the net cash proceeds received by the applicable creditor from the sale of the shares of Common Stock by such creditor up to the True-Up Date, minus (ii) any and all cash payments made by the Company pursuant to the applicable promissory note up until the True-Up Date, plus (iii) any accrued interest on the principal amount underlying each promissory note at a rate of 12% per annu

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On August 12, 2025, the Company disclosed preliminary financial results for the three- and six-month periods ended June 30, 2025. The financial results described below are preliminary and subject to customary period end closing procedures, and, accordingly, could be subject to change wherein actual results may differ from the preliminary results described below. As of and for the three and six-months ended June 30, 2025, the Company reported cash and cash equivalents of approximately $18.6 million, demonstrating the Company's continued liquidity and ability to support its operational and strategic objectives. During the three and six-months ended June 30, 2025, the Company recognized revenue of $0.3 million and $1.1 million, respectively. During the three and six-months ended June 30, 2025, the Company had recurring net losses of $7.8 million and $16.9 million, respectively. The information provided in Item 2.02 of this Current Report on Form 8-K, is being furnished and shall not be deemed "filed" with for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing. Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 under the heading "Kip's Bay Select Payoff Agreement" is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 under the headings "Amendments to Georges Trust and Alvin Fund Promissory Notes" and "Kips Bay Select Payoff Agreement" is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. David Winsness and Rahul Bobbili have each resigned as an officer, director and/or manager of Comstock entities to each join Bioleum Corporation. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements about the Company's expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as "may," "will," "could," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "projects," "potential," "continue," and similar expressions, or the negative of these terms. These forward-looking statements include statements about the Company's preliminary financial results. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the risk factors detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and in any of the Company's subsequent filings with the Securities and Exchange Commission. Any forward-looking statements contained in Current Report on Form 8-K speak only as of the date hereof, and the Company disclaims any

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Note Amendment Agreement, dated as of August 8, 2025, between the Company and Georges Trust 10.2 Note Amendment Agreement, dated as of August 8, 2025, between the Company and Alvin Fund LLC 10.3 Note Amendment Agreement, dated as of August 8, 2025, between the Company and Alvin Fund LLC 10.4 Omnibus Common Stock Purchase Second Warrant Amendment, dated as of August 8, 2025, between the Company and Georges Trust 10.5 Common Stock Purchase Warrant Second Amendment, dated as of August 8, 2025, between the Company and Alvin Fund LLC 10.6 Payoff Letter Agreement, dated as of August 12, 2025, between the Company and Kips Bay Select, LP 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: August 12, 2025 By: /s/ Corrado De Gasperis Corrado De Gasperis Executive Chairman and Chief Executive Officer

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View this 8-K filing on SEC EDGAR