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): December 19, 2023

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 1.01 Entry into a Material Definitive Agreement.

On December 19, 2023, Comstock Inc. (“Comstock”), LINICO Corporation, a Nevada corporation (“LINICO”) that is 88.23% owned by the Company, and Aqua Metals, Inc., a Delaware corporation (“Aqua Metals”) entered into a Stock Redemption Agreement (the “Stock Redemption Agreement”) pursuant to which Aqua Metals agreed to sell, and LINICO agreed to purchase, 2,453 Series A preferred shares of LINICO and 500,000 common shares of LINICO in exchange for $600,000 (the “Purchase Price”). The Purchase Price is payable in twelve monthly installments of $50,000, each due on the last day of the month, with the first installment due January 31, 2024. Comstock guarantees LINICO’s Purchase Price obligation. LINICO owns, among other assets, 35,662 Series Seed Preferred Shares in Green Li-Ion Pte. Ltd.

Upon signing of the Stock Redemption Agreement, LINICO is 100% owned by Comstock.

The foregoing description of the Stock Redemption Agreement is qualified in its entirety by reference to the full text of the Stock Redemption Agreement, 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


10.1						Stock Redemption Agreement
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 26, 2023

By:

/s/ Corrado De Gasperis

Corrado De Gasperis

Executive Chairman and Chief Executive Officer

Exhibit 10.1

Stock Redemption Agreement

This Stock Redemption Agreement (this “Agreement”), dated December 19, 2023, is entered into by LINICO Corporation, a Nevada corporation (the “Company”), Comstock Inc., a Nevada corporation (“Comstock”), and Aqua Metals, Inc., a Delaware corporation (“Aqua Metals”). Comstock, Aqua Metals and the Company are collectively referred to herein as the “Parties.”

Aqua Metals currently owns 2,453 Series A Preferred shares and 500,000 common shares equaling 2,361,115 common stock equivalents (“Shares”) of the Company.

Aqua Metals desires to sell to the Company, and the Company desires to purchase from Aqua Metals, the Shares.

The Company hereby agrees to purchase, and Aqua Metals hereby agrees to sell, the Shares for the total purchase price of $600,000 (“Purchase Price”), payable in twelve installments (“Installments”) of $50,000, with the first installment due on January 31, 2024, and the next eleven installments due on the last day of the next succeeding eleven months. Upon execution and delivery of this Agreement, Aqua Metals shall cause the Shares to be delivered to the Company, whereupon the Company shall immediately cancel such shares and Aqua Metals sole rights with respect to the Company thereafter shall be the right to receive cash payments as further described above.

Comstock hereby guarantees to Aqua Metals, its successors and assigns, the Company’s obligation to make full, timely, and faithful payment to the Aqua Metals for the Purchase Price and all Installments owed to Aqua Metals hereunder. Comstock agrees that it shall not be released from its obligations hereunder by reason of any change to this Agreement nor shall Comstock’s obligations hereunder be altered or impaired by any delay by any party to this Agreement in enforcing the terms and obligations of this Agreement, it being the intention that Comstock shall remain fully liable hereunder, notwithstanding any such event. The obligations of Comstock hereunder shall not be altered, limited, or affected by any proceeding, voluntary or involuntary, involving the receivership of the Company (or any of its assets) or any bankruptcy or other insolvency or liquidation of the Company or any other person or entity.

Aqua Metals hereby agrees to cause Steve Cotton and Judd Merrill to resign from all positions as officers, directors, agents or otherwise of the Company, effective upon the execution and delivery of this Agreement.

Each of the Parties represents and warrants:

The execution, delivery and performance by each party of this Agreement are within such Party’s corporate or other powers and have been duly authorized by all necessary corporate or other organizational action.

The execution, delivery and performance by each Party of this Agreement do not and will not (A) contravene the terms of any of such Party’s organization documents, (B) conflict with or result in any default, breach or contravention of, or the creation of any encumbrance, or require any payment of any other contractual obligation of such Party; or (C) violate any law.

4859-9246-4278.2 Page 1 of 3

This Agreement constitutes a legal, valid, and binding obligation of such Party that is enforceable against such Party in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

-Signature page to follow-

4859-9246-4278.2 Page 2 of 3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

LINICO Corporation

Signature: /s/ Corrado DeGasperis

Email: degasperis@comstockinc.com

Corrado DeGasperis, Executive Chairman

Comstock Inc.

Signature: /s/ Corrado DeGasperis

Email: degasperis@comstockinc.com

Corrado DeGasperis, Executive Chairman and CEO

Aqua Metals, Inc.

Signature: /s/ Steve Cotton

Email: steve.cotton@aquametals.com

Steve Cotton, CEO

4859-9246-4278.2 Page 3 of 3

Cover	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 19, 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