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 22, 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 22, 2023, Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of Comstock Inc. (the “Company”), entered into a term sheet (the “Term Sheet”) with RenFuel K2B AB (“RenFuel”) to advance the Company’s first commercial biorefinery and make a strategic $3,000,000 investment in RenFuel. The new transactions covered by the Term Sheet are in addition the Exclusive License Agreement executed by RenFuel and Comstock Fuels on October 11, 2023, pursuant to which RenFuel granted Comstock Fuels an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America.

Comstock Fuels and RenFuel also agreed to enter into a commercially reasonable securities purchase agreement (the “SPA”), pursuant to which RenFuel will issue to Comstock Fuels 10% senior secured convertible notes (the “Notes”) in a principal amount up to $3,000,000. The Notes will provide that Renfuel may borrow the funds from Comstock Fuels in $250,000 increments beginning on the date that the SPA is signed by both parties, with the second increment to be borrowed on April 1, 2024 and thereafter on each July 1, October 1, January 1 and April 1 thereafter.. The Notes will be secured by a first priority lien on all assets of RenFuel, senior to all other currently outstanding and hereinafter existing RenFuel indebtedness. At the sole discretion of Comstock Fuels, RenFuel may issue shares of RenFuel common stock to Comstock Fuels in exchange for payment of all or part of the unpaid balance of the Notes. RenFuel also agreed to issue Comstock Fuels a $250,000 bridge term loan, bearing interest at 7% per annum and maturing on February 15, 2024, in exchange for $250,000 in cash paid by Comstock Fuels to RenFuel on or before January 5, 2024.

In connection with the issuance of the Notes, RenFuel agreed to issue to Comstock Fuels an option to acquire a majority stake in RenFuel K2B Lignolproduktion AB (“JVCo”), a subsidiary of RenFuel that has previously completed extensive preliminary engineering for a new biorefinery in Europe.

The closing for the transactions contemplated pursuant to the Term Sheet is expected to occur by January 31, 2024.

The foregoing description of the Term Sheet is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


10.1						Term Sheet
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 27, 2023

By:

/s/ Corrado De Gasperis

Corrado De Gasperis

Executive Chairman and Chief Executive Officer

Exhibit 10.1

RENFUEL K2B AB

SE-102 48, Box 5845

Stockholm, Sweden

RE: Amendment to Convertible Note Term Sheet

Reference is hereby made to that certain Convertible Note Term Sheet (“Term Sheet”) dated October 11, 2023 by and between COMSTOCK FUELS CORPORATION (“Purchaser”) and RENFUEL K2B AB (“Company”). Capitalized terms used but not defined herein shall have that meaning ascribed to them in the Term Sheet. This letter agreement (“Amendment”), effective as of DECEMBER 22, 2023 (“Effective Date”), shall state the terms and conditions under which Purchaser and Company shall agree to amend the Term Sheet.

1.Formation of Company Subsidiaries. The Company shall form RenFuel K2B Operationer AB (“OPCo”) and RenFuel K2B Skandinavien AB (“SnowCo”).

2.Issuance by SPV of License Agreements to Company Affiliates. SPV shall issue fully-paid license agreements to RenFuel K2B Materials AB (covering exclusive worldwide use in materials), OPCo (covering non-exclusive worldwide use for research, development, technical support, and other ordinary course operations), and SnowCo (covering exclusive use in fuels (“Field of Use”) in Sweden, Norway, Finland and Denmark (“Territory”)). Each license agreement shall include reasonable provisions governing the automatic assignment to SPV of any developments and improvements to intellectual properties owned by SPV.

3.Amendment of Certain Agreements. The Company and Purchaser shall use their respective best efforts to cooperate and negotiate an amendment to that certain License Agreement dated May 24, 2018, by and between the Company and RenFuel K2B Lignolproduktion AB (“JVCo”), and that certain Freedom to Operate Agreement dated May 24, 2018, by and between the Company and Preem Aktiebolag (“Preem”).

4.Option to Acquire JVCo Equity. The Company shall grant Purchaser, as part of the consideration exchanged for the purchase of the Notes, (i) an option to acquire 50.1% of the fully diluted issued and outstanding equity of JVCo from the Company, and (ii) an option to acquire 25.0% of the fully diluted issued and outstanding equity of JVCo from the Company upon execution of agreements for completion of sufficient financing to build the JVCo facility. Purchaser shall additionally have the right, but not the obligation, exercisable in Purchaser’s sole and exclusive discretion, to acquire an additional 24.9% of the fully diluted issued and outstanding equity of JVCo if offered by Preem (either from Preem or from the Company immediately after the Company’s purchase from Preem), after taking account for applicable provisions of the JVCo Shareholder Agreement. SnowCo shall ratify or amend the existing License Agreement with JVCo for use of the Company’s technologies in the Field of Use and the Territory, specifically including esterification of all lignin types with fatty acids through Company technologies for transportation fuels, with a 50:50 royalty split between the Company and Purchaser.

5.Bridge Loan. The Company and Purchaser shall enter into mutually agreeable bridge loan documents on or before January 5, 2024, pursuant to which Company shall issue Purchaser a $250,000 term loan bearing interest at 7% per annum and maturing on February 15, 2024 (“Bridge Loan”) in exchange for $250,000 in cash paid by Purchaser to Company on or before January 5, 2024. The Bridge Loan will be fully satisfied and exchanged for the Note at the Closing under the Term Sheet.

6.Extension of Term. The Completion Date and Closing Date shall be modified to January 15, 2024, and January 31, 2024, respectively. Section 23 of the Term Sheet shall be amended to replace “November 30, 2023” with January 31, 2024.

7.Cost and Expenses. Purchaser shall cover the Company’s commercially reasonable costs and expenses to complete the transactions contemplated by the Term Sheet and this Amendment; provided, however, that the Note shall be grossed up in an amount equal to all such costs and expenses.

8.Full Force and Effect. All other terms and conditions of the Term Sheet shall remain in full force and effect.

9.Authorization. Each party hereby agrees, represents and warrants that it has all requisite power and authority to execute, deliver and perform this Amendment; that this Amendment has been duly and validly executed and delivered and constitutes legal, valid and binding obligations of such party; and, that the execution, delivery and performance by such party of this Agreement and the consummation of the actions contemplated herein have been duly authorized by all necessary action.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

- SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF the parties have duly executed, or caused their duly authorized representative, to execute this Amendment.

Regards,

COMSTOCK FUELS CORPORATION

By: /s/ Corrado De Gasperis

Name: Corrado De Gasperis

Title: Executive Chairman and Chief Executive Officer

RENFUEL K2B AB

By: /s/ Sven Lochen

Name: Sven Lochen

Title: Chief Executive Officer

Exhibit 99.1

COMSTOCK EXECUTES FIRST BIOREFINERY COMMERCIAL AGREEMENT

Preliminary Engineering Complete for 100,000 TPY Biointermediate Production at Pulp and Paper Facility

VIRGINIA CITY, NEVADA, December 28, 2023 – Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”) today announced execution of agreements with RenFuel K2B AB (“RenFuel”) to advance Comstock’s first commercial biorefinery, including an option to acquire a subsidiary of RenFuel (“JV”). The JV has previously completed extensive preliminary engineering for a new biorefinery using RenFuel’s patented catalytic esterification process to refine lignin from byproducts of paper production into a biointermediate for refining into sustainable aviation fuel (“SAF”) and renewable diesel in Europe. Comstock also committed to a strategic $3,000,000 investment in RenFuel payable over the next three years for the continued development and commercialization of advanced applications of RenFuel’s and Comstock’s complimentary technologies.

First Bioleum Hub

The existing engineering work for the JV biorefinery involves integration of the RenFuel process into a pulp and paper mill in Sweden. Comstock and RenFuel are currently evaluating the requirements for inclusion of an additional 25,000 TPY of biorefining capacity based on Comstock’s commercially available Cellulosic Ethanol and Bioleum derived fuels technologies.

RenFuel granted Comstock the right to acquire a majority stake in the JV as part of the consideration paid under Comstock’s investment, subject to preexisting and customary JV shareholder approvals. Importantly, RenFuel and the JV have previously entered into agreements with a strategic investor with significant renewable fuel refining assets in Europe that has committed to provide the JV with an offtake agreement for the biorefinery if certain thresholds are met. That investor owns a minority share of the JV with standard consent and other shareholder rights. The investor also recently announced its intention to make substantial additional investments in increased renewable fuel capacity at some of its existing refineries, in part to service the rapidly increasing global demand for SAF.

“RenFuel’s extensive work with this JV biorefinery site fits perfectly into our commercialization plans,” said Corrado De Gasperis, Comstock’s executive chairman and chief executive officer. “It allows both Comstock and RenFuel to capitalize on the existing TRL 7 scale-up work and accelerate construction of an initial small-scale facility based on Comstock’s technologies with embedded strategic feedstock and offtake stakeholders. The resulting integrated site would mark the first of our Bioleum Hubs, while providing a beachhead in the rapidly expanding European renewable fuels market. We are very excited to integrate this project into our portfolio and we look forward to working with RenFuel and its feedstock and offtake partners.”

Strategic Investment in RenFuel

In addition to advancing Comstock’s first commercial Bioleum Hub, Comstock agreed to provide RenFuel with a $3,000,000 senior secured convertible debt investment to provide additional funds to commercialize its breakthrough catalytic esterification technology, including development of advanced joint applications of RenFuel’s and Comstock’s complimentary technologies.

Comstock’s proprietary technologies are proven to convert lignocellulosic biomass into Cellulosic Ethanol and proprietary Bioleum biointermediate blends at extraordinary yields exceeding 100 gallons per dry tonne of biomass on a gasoline gallon equivalent basis (“GGE”), and market-leading, extremely low carbon intensity (“CI”) scores of 15. Comstock is already using RenFuel’s catalytic esterification technology to refine its proprietary Bioleum derivatives into Hydrodeoxygenated Bioleum Oil (“HBO”), for use by advanced biofuel refineries in blending with, diversifying, and extending conventional hydroprocessed fat, oil, and grease feedstocks that can simultaneously produce SAF and Renewable Diesel Fuel. Comstock holds the exclusive license to RenFuel’s refining technologies in North America, Central America, and South America.

Sven Löchen, RenFuel’s chief executive officer, added that “we are thrilled with our rapidly expanding strategic partnership with Comstock. Comstock’s technologies and proprietary Bioleum products create a vastly expanded market opportunity for our technologies worldwide, which Comstock is currently advancing in the Americas. Simultaneously, Comstock’s direct investment in RenFuel will help to support our continued growth and technology development, while their leadership and participation in the JV will build on our significant historical commercialization investment in our planned 100,000 ton per year biorefinery in the European market. We are looking forward to working with the JV’s strategic feedstock and offtake partners to include Comstock in the JV commercialization efforts to build value for all stakeholders. Our two companies are strongly aligned on a shared mission and vision of enabling systemic decarbonization and net zero mobility.”

About RenFuel K2B AB

RenFuel innovates technologies that contribute to decarbonization and circularity by effectively turning under-utilized biomass waste and residues into renewable fuels and materials. To learn more, please visit www.renfuel.se.

About Comstock Inc.

Comstock (NYSE: LODE) commercializes technologies that enable systemic decarbonization and accelerate the energy transition by efficiently converting under-utilized natural resources into renewable energy products, and by leveraging physics based artificial intelligence for more efficient and effective mineral and materials discovery. To learn more, please visit www.comstock.inc.

Forward-Looking Statements

This press release and any related calls or discussions may include 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

financial, natural, and social gains; 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 and asset 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 our filings with the SEC 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, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other 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 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; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; 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. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.

Contact Information:

For investor inquiries, contact
RB Milestone Group
Tel (203) 487-2759
ir@comstockinc.com

For press inquiries or questions, contact
Zach Spencer
Comstock Inc.
Tel (775) 847-7532
questions@comstockinc.com

Source: Comstock Inc.

Cover	Dec. 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 22, 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