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 28, 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 28, 2023, Comstock Inc. (the “Company”) amended that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated September 7, 2021, as amended and restated December 10, 2021, between the Company and Flux Photon Corporation (“Flux”). Pursuant to the Asset Purchase Agreement, the Company acquired certain intellectual property and related photovoltaic and photocatalysis laboratory equipment (the “Assets”). The remaining purchase price payable for the Assets was $17,650,000, payable only from 20% of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price has been fully paid.

As amended, the Asset Purchase Agreement now provides that the purchase price is decreased by $800,000 to $17,200,000, in consideration of the Company making a payment of $200,000 on December 29, 2023, with the remaining balance of $16,650,000 payable to Flux from future cash flows.

Mr. Kreisler, a member of the Company's board of directors and the Company’s chief technology officer, is also the owner of 100% of the outstanding common stock of Flux and as such will be the indirect beneficiary of all payments made to Flux pursuant to the Asset Purchase Agreement, including the $200,000 payment.

The foregoing description of the amendment to the Asset Purchase Agreement, is qualified in its entirety by reference to such document in its entirety attached to this Current Report on Form 8-K and filed herewith as Exhibit 10.1, which exhibit is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


10.1						Asset Purchase Agreement Amendment
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 29, 2023

By:

/s/ Corrado De Gasperis

Corrado De Gasperis

Executive Chairman and Chief Executive Officer

Exhibit 10.1

December 28, 2023

Reference is made to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated September 7, 2021, as amended and restated on December 10, 2021, between Comstock Inc. (the “Company”) and Flux Photon Corporation (“Flux”).

Section 2.2 of Schedule 2.0 of the Asset Purchase Agreement is amended and restated as follows:

“2.2 Purchase Price. On and subject to the terms and conditions of this Agreement and the Transaction Documents, and at all relevant times thereunder, in exchange for the foregoing assignment by Seller to Buyer of the Seller Assets, Buyer shall pay $17,200,000 (“Purchase Price”), in immediately available U.S. cash funds to Seller and/or Seller’s Permitted Designee(s), with (i) a down payment of $350,000 due that was paid on December 10, 2021, (ii) a second payment of $200,000, due and payable on December 29, 2023, and (z) the remaining $16,650,000 of the Purchase Price payable at a rate equal to 20% of Buyer’s monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments, in each case produced and incurred in the Ordinary Course of Business by Buyer and its now and hereafter-existing subsidiaries (“Net Cash Flow”).”

Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Asset Purchase Agreement shall continue to be in full force and effect.

IN WITNESS WHEREOF the parties have duly executed, or caused their duly authorized representative, to execute this amendment of the Asset Purchase Agreement.

COMSTOCK INC.

By: /s/ Corrado DeGasperis

Name: Corrado DeGasperis

Title: Exec. Chairman & Chief Executive Officer

FLUX PHOTON CORPORATION

By: /s/ Kevin Kreisler

Name: Kevin Kreisler

Title: Chief Executive Officer

P.O. Box 1118 117 American Flat Road Virginia City, NV 89440 Direct (775) 848-5310 Facsimile (800) 750-5740

Page 1 of 1

Cover	Dec. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 28, 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