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): February 12, 2024

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 to 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.

On February 12, 2024, Comstock Fuels and RenFuel entered into an amendment to the Term Sheet (the “Term Sheet Amendment”), whereby the parties agreed to (1) extend the deadline to finalize the transaction documents to March 15, 2024, and (2) extend the deadline to close the transactions to March 31, 2024.

The foregoing description of the Term Sheet Amendment is qualified in its entirety by reference to the full text of the Term Sheet Amendment, 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						Term Sheet 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: February 14, 2024

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 dated October 11, 2023, and as amended on November 30, 2023, and as further amended on December 18, 2023 (“Term Sheet”) 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 February 12, 2024, shall state the terms and conditions under which Purchaser and Company shall agree to amend the Term Sheet.

1.Extension of term. The parties herein mutually agree to extend the term of the aforementioned Term Sheet for an additional period as follows: (i) to complete preparation of the Transaction Documents on or before March 15, 2024 (“Completion Date”), unless otherwise agreed to in writing by the parties; (ii) to finalize all pre-closing deliverables as set forth in the Transaction Documents; and (iii) to close the transactions contemplated hereby and execute and deliver the Transaction Documents on or before March 31, 2024 (the “Closing Date” or the “Closing”); and the Term Sheet may be terminated upon written notice upon the occurrence of any breaches hereunder, or under any document or instrument delivered in connection herewith, or other material adverse changes, or if the Closing has not occurred on or before April 30, 2024.

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

3.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 Amendment and the consummation of the actions contemplated herein have been duly authorized by all necessary action.

4.Governing law. The provision on governing law in Section 25 of the Term Sheet shall apply to this Amendment mutatis mutandis.

5.Execution of Amendment. This Amendment may be executed in counterparts and exchanged by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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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

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Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2024
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