Form 8-K - Current report

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): October 18, 2023

COMSTOCK INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other

Jurisdiction of Incorporation)

001-35200

(Commission File Number)

65-0955118

(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 7.01 Regulation FD.

On October 18, 2023, Comstock Inc. will be sponsoring and participating in the Advanced Bioeconomy Leadership Conference (“ABLC”) between October 18-20, 2023, in San Francisco and available virtually.

William McCarthy, chief operating officer, will present an ABLC keynote address and Comstock will host numerous one-on-one meetings with members of the industry and investment communities at the event.

The materials utilized during the conferences will be accessible on the Comstock, Inc. website, www.comstock.inc/investors, on Friday, October 20, 2023, beginning at 8 a.m. Eastern Standard Time.

The information disclosed in Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1						Industry presentation issued by Comstock, Inc.
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: October 19, 2023

By:

/s/ Corrado De Gasperis

Name: Corrado De Gasperis

Title: Executive Chairman and Chief Executive Officer

2© 2023 COMSTOCK INC | NYSE American: LODE PUBLIC DISTRIBUTION Certain statements contained in this presentation are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions; future changes in our research, development and exploration activities; 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 sales; investments, acquisitions, 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 working capital needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, mercury remediation, and, lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration or mercury remediation, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with mercury remediation, metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; ability to achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology, mercury remediation technology and efficacy, quantum computing and advanced materials development, and development of cellulosic technology in bio-fuels and related carbon-based material production; ability to successfully identify, finance, complete and integrate acquisitions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Cautionary Notice Regarding Forward Looking Statements

4© 2023 COMSTOCK INC | NYSE American: LODE PUBLIC DISTRIBUTION | BUILT FOR TECHNOLOGY COMMERCIALIZATION Shared Infrastructure Foundation Process Low-carbon Cellulosic Fuels | David Winsness, President Quantum Generative Materials Physics AI for Materials Science Operating Portfolio Corrado De Gasperis, Executive Chairman & CEO | William McCarthy, COO | Kevin Kreisler, Director & CTO PlatformPeople Sustainable Mineral Exploration | Corrado De Gasperis, President Electrification Product Recycling | Dr. Fortunato Villamagna, President Green Li-ion Lithium Battery Remanufacturing Investment Portfolio

6© 2023 COMSTOCK INC | NYSE American: LODE PUBLIC DISTRIBUTION EMISSIONS REDUCTION PERFORMANCE IS INCREASINGLY IMPORTANT TO THE BIOFUEL PRODUCER VALUE EQUATION Cost Value Energy Value RFS CA-LCFS Tax Credits Feedstock Cost Production Cost CI Reduction Cost

9© 2023 COMSTOCK INC | NYSE American: LODE PUBLIC DISTRIBUTION Pathway B1: Woody Biomass SAF = Sustainable Aviation Fuel RD = Renewable Diesel HBO-C = Hydrodeoxygenated Bioleum Oil - Crude ETJ Refinery RD Refinery Chemical Manufacturing Ethanol Bioleum HBO-C Green Chemicals HUB SAF RD Green Chemicals Forest Products Waste Fats Hydrogen

10© 2023 COMSTOCK INC | NYSE American: LODE PUBLIC DISTRIBUTION BIOLEUM™ CARBON INTENSITY IS CLASS LEADING Source: Management Estimates Bioleum™ Cellulosic EtOH 16 Sugarcane EtOH 51 Corn EtOH 70 Bioleum™ HBO 15 UCO 20 Soybean Oil 55 Bioleum™ EtOH SAF 26 Bioleum™ UCO RD 27 UCO RD 30 Bioleum™ Soybean RD 32 Corn EtOH w/CCS SAF 40 Soybean RD 50 Gasoline 100 Diesel 102 average GREET CI scores Ethanol Advanced Biofuel Feedstocks Advanced Biofuels Petroleum Fuels

11© 2023 COMSTOCK INC | NYSE American: LODE PUBLIC DISTRIBUTION HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB HUBHUBHUBHUB The New Supply Chain for Low-Carbon Advanced Biofuels

Cover	Oct. 18, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 18, 2023
Entity Registrant Name	COMSTOCK INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-35200
Entity Tax Identification Number	65-0955118
Entity Address, Address Line One	117 American Flat Road
Entity Address, City or Town	Virginia City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89440
City Area Code	775
Local Phone Number	847-5272
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.000666 per share
Trading Symbol	LODE
Security Exchange Name	NYSEAMER
Amendment Flag	false
Entity Central Index Key	0001120970